FWP

Filed Pursuant to Rule 433

Supplementing the Preliminary Prospectus

Supplement dated September 26, 2016

Registration No. 333-213169

September 28, 2016

Final Term Sheet

 

LOGO

$50,000,000

6.50% Fixed-to-Floating Rate Subordinated Notes due 2026

 

Issuer:   Triumph Bancorp, Inc., a Texas corporation
Securities Offered:   6.50% Fixed-to-Floating Subordinated Notes due 2026
Aggregate Principal Amount:   $50,000,000
Current Rating of Securities:  

Kroll Bond Rating Agency: BBB-

 

A rating reflects only the current view of a rating agency, and it is not a recommendation to buy, sell or hold the Subordinated Notes. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if such rating agency decides that circumstances warrant that change.

Trade Date:   September 28, 2016
Settlement Date:   September 30, 2016 (T+2)*
Final Maturity (if not previously
redeemed):		   September 30, 2026
Spread to Benchmark Yield:  

From and including the original issue date to, but excluding September 30, 2021 a fixed per annum rate of 6.50%.

 

From and including September 30, 2021, to but excluding the maturity date or earlier redemption, a floating per annum rate equal to the then current three-month LIBOR (provided, however, that in the event three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero) plus 534.5 basis points.

Issue Price to Investors:   100%
Interest Payment Dates:   Interest on the Notes will be payable on March 30 and September 30 of each year through, but not including, September 30, 2021, and thereafter on March 30, June 30, September 30 and December 30 of each year to, but excluding the maturity date or earlier redemption. The first interest payment will be made on March 30, 2017.
Day Count Convention:   30/360 to but excluding September 30, 2021, and, thereafter, a 360-day year and the number of days actually elapsed.

Optional Redemption:   The Company may, at its option, beginning with the Interest Payment Date of September 30, 2021 and on any scheduled Interest Payment Date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
Special Event Redemption:   The Notes may not be redeemed prior to September 30, 2021, except that the Company may redeem the Notes at any time, at its option, in whole but not in part, if (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that precludes the Notes from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest through, but excluding, the redemption date. For more information, see “Description of the Notes — Redemption” in the preliminary prospectus supplement dated September 26, 2016.
Denomination:   $1,000 denominations and integral multiples of $1,000
Listing and Trading Markets:   The Company does not intend to list the Notes on any securities exchange or to have the Notes quoted on a quotation system. Currently there is no public market for the Notes and there can be no assurances that any public market for the Notes will develop.
Underwriter’s Discount:   1.50%
Proceeds to the Company (before
expenses):		   $49,250,000
Use of Proceeds:   The Company intends to use the net proceeds from this offering for general corporate purposes, potential strategic acquisitions and investments in TBK Bank as regulatory capital.
CUSIP / ISIN:   89679E AA0 / US89679EAA01
Book-Running Manager:

Co-Manager

  

Sandler O’Neill + Partners, L.P.

FIG Partners, LLC

The Company has filed a shelf registration statement (File No. 333-213169) (including a base prospectus) and a related preliminary prospectus supplement dated September 26, 2016 with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and the related preliminary prospectus supplement and any other documents that the Company has filed with the SEC for more information about the Company and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, the Underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by calling Sandler O’Neill + Partners, L.P. toll-free at 866-805-4128.

 

* We expect that delivery of the Subordinated Notes will be made against payment for the Subordinated Notes on the Settlement Date, which will be the second business day following the date of this final term sheet (this settlement cycle being referred to as “T+2”). Accordingly, purchasers will be expected to pay for their notes within two business days of the date of this final term sheet.