Independent Bank Group, Inc. (NasdaqGS:IBTX) (‘Independent’) entered into letter of intent to acquire Guaranty Bancorp (NasdaqGS:GBNK) (‘Guaranty‘) on April 27, 2018. Independent Bank Group, Inc. entered into a stock purchase agreement to acquire Guaranty Bancorp for approximately $1 billion on May 22, 2018. Under the terms of the agreement, shareholders of Guaranty Bancorp will receive 0.45 shares of Independent common stock for each share of Guaranty common stock. Each 2005 Restricted Stock Awards of Guaranty will be entitled to receive the 0.45 shares of Independent common stock. Each outstanding 2015 Restricted Stock Awards of Guaranty will be converted into a restricted stock award in respect of Independent Bank Group at the exchange ratio of 0.45. Upon completion of the merger, Guaranty Bancorp will be merged with and into Independent Bank. Subsequent to the merger, Independent would merge into Guaranty Bank and Trust Company and wholly owned subsidiary of Guaranty, with and into Independent Bank and wholly owned subsidiary of Independent, with Independent Bank continuing as the surviving bank. In case the transaction terminates, either party will pay the other a termination fee of $40 million. Upon consummation of the transaction, Paul W. Taylor, Guaranty’s President and Chief Executive Officer, and Edward B. Cordes, Guaranty’s Chairman of the Board, will join the Board of Directors of Independent. Michael B. Hobbs, President of Guaranty Bank and Trust Company, has entered into an employment agreement with Independent Bank and will serve as Colorado Market Chief Executive Officer upon closing. The transaction is subject to customary conditions, including effectiveness of Independent’s Registration Statement on Form S-4 registering the Independent shares, Independent Bank Group shares to be issued to the Guaranty stockholders as consideration have been approved for listing on the NASDAQ, Guaranty shall have received an opinion from Shapiro Bieging Barber Otteson LLP, approval by shareholders of Guaranty and Independent, and customary bank regulatory approvals. The transaction has been approved by the Boards of Directors of both companies. As on August 9, 2018, the transaction was approved by Colorado State Banking Board. Certain shareholders of Independent Bank Group and stockholders of Guaranty Bancorp have entered into voting agreements, agreeing to vote in favor of the transaction. On September 25, 2018, Guaranty Bancorp’s stockholders has approved the merger. As of December 17, 2018, Independent Bank Group has received all regulatory approvals necessary to complete its merger with Guaranty Bancorp. The transaction is expected to close during the fourth quarter of 2018. As of December 17, 2018, the transaction is expected to close by January 1, 2019. Independent expects the acquisition to be 6.5% accretive to earnings per common share in 2020, and 4.7% dilutive to tangible book value per share at closing with an earn back period of 3.1 years. Stephens Inc. provided fairness opinion to Independent and was paid a fee of $0.65 million. Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Independent. Keefe, Bruyette & Woods, Inc. acted as fairness opinion provider and financial advisor to Guaranty and was paid a total cash fee equal to 0.90% of the aggregate consideration, $0.5 million of which became payable when Keefe, Bruyette & Woods rendered its opinion and the balance of which is contingent upon the closing of the merger. Christian Otteson of Shapiro Bieging Barber Otteson LLP acted as legal advisor to Guaranty. Joe Gulash, Ashwin Kakani, Sdan Kerr and Steven Zhang of Stifel, Nicolaus & Company, Incorporated acted as financial advisors for Guaranty Bancorp. EQ Shareowner Services acted as the transfer agent for Independent. Independent Bank Group, Inc. (NasdaqGS:IBTX) completed the acquisition of Guaranty Bancorp (NasdaqGS:GBNK) on January 1, 2019.