UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 29, 2008

Guaranty Financial Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33661		74-2421034
(Commission File Number)		(IRS Employer Identification No.)
1300 MoPac Expressway South
Austin, Texas		78746
(Address of Principal Executive Offices)		(Zip Code)

(512) 434-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     Mr. Rowling is the manager of Investor, an affiliate of TRT Holdings, Inc., and Trustee of each of the Investor Affiliates. As discussed above, the Company entered into the Investment Agreement and the Amendment pursuant to which Investor purchased 7,423,333 shares of the Company’s common stock at a price of $5.17 per share for an aggregate purchase price of approximately $38.4 million. Investor also agreed to purchase, a number of shares of a series of convertible preferred stock to be designated with the terms and attributes set forth in the Investment Agreement, such that Investor will beneficially own 19.9% of the total outstanding common stock, assuming full conversion immediately following such issuance. The per share purchase price of the convertible preferred stock to be purchased pursuant to the Investment Agreement will be the lower of $51.70 per share and the per share price at which any class or series of convertible preferred stock is issued by the Company to any third party on or prior to the expiration of the 120-day period following the issuance of the shares of common stock pursuant to the Investment Agreement, subject to adjustment for any stock split, reverse stock split, stock dividend, or other combination or division affecting shares of our common stock. Each share of convertible preferred stock initially will be convertible into 10 shares of common stock.

     The forgoing description of the Amendment is a summary and does not purport to be a complete description of all the terms of such agreement and is qualified in its entirety by reference to the First Amendment to Investment Agreement, attached as Exhibit 10.18 to Amendment No. 4 to the Company’s Registration Statement on Form S-1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

10.1

First Amendment to Investment Agreement, dated May 29, 2008, between the Company, the Investor and the Investor Affiliates. (Incorporated herein by reference to Exhibit 10.18 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, dated as of May 30, 2008).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

10.1

First Amendment to Investment Agreement, dated May 29, 2008, between the Company, the Investor and the Investor Affiliates (Incorporated herein by reference to Exhibit 10.18 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, dated as of May 30, 2008).