SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Triumph Financial, Inc.
(Name of Subject Company (Issuer))
Triumph Financial, Inc.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
89679E300
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Adam D. Nelson
Executive Vice President and General Counsel
Triumph Financial, Inc.
12700 Park Central Drive, Suite 1700
Dallas, Texas 75221
(214) 365-6900
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copies to:
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | Third-party tender offer subject to Rule 14d-1. |
| ☒ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Triumph Financial, Inc. (f/k/a Triumph Bancorp, Inc.), a Texas corporation (the “Company”), on November 7, 2022 (together with all subsequent amendments and supplements thereto, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $100,000,000 of its common stock, $0.01 par value per share, at a price per share of not less than $51.00 and not more than $58.00 in cash, without interest and subject to any applicable withholding taxes.
Only those items amended or supplemented are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase, dated November 7, 2022 and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
| • | On December 9, 2022, Triumph Financial, Inc. issued a press release announcing the final results of the tender offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 6, 2022. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference. |
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(iii) Press release announcing final results of the tender offer, dated December 9, 2022.
Exhibit Index
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| * | Filed previously |
| ** | Filed herewith |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 9, 2022
| TRIUMPH FINANCIAL, INC. | ||
| By: | /s/ Adam D. Nelson | |
| Name: Adam D. Nelson | ||
Title: Executive Vice President and General Counsel | ||
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