Home Bancshares Inc 8-K, filed Apr 1, 2022
Home Bancshares Inc (HOMB)
8-K
2022-04-01
For: 2022-04-01
View Original
Added on
April 09, 2026
About this 8-K
Home Bancshares Inc filed this 8-K on April 1, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2022
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(501 ) 339-2929
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective April 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021, as amended on October 18, 2021 and November 8, 2021, among Home BancShares, Inc. (“Home”), its subsidiary bank, Centennial Bank (“Centennial”), Home’s acquisition subsidiary, HOMB Acquisition Sub III, Inc. (“Acquisition Sub”), Happy Bancshares, Inc. (“Happy”) and its subsidiary bank, Happy State Bank (“HSB”), (the “Merger Agreement”), Acquisition Sub merged with and into Happy and Happy merged with and into Home, with Home as the surviving entity (collectively, the “Merger”). HSB also merged with and into Centennial, with Centennial as the surviving entity.
Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of Happy was converted into the right to receive, without interest, 2.17 shares of Home common stock (the “Merger Consideration”). Each unvested restricted share of Happy common stock outstanding at the Effective Time became fully vested and converted into the right to receive the Merger Consideration. In addition, at the Effective Time, each outstanding option to purchase Happy common stock was cancelled and converted into the right to receive the number of whole shares of Home common stock, together with any cash in lieu of fractional shares, equal to the product of (i) the number of shares of Happy common stock subject to the option, multiplied by (ii) the excess, if any, of $49.3675 (the Merger Consideration value) over the exercise price of the option, less applicable tax withholdings, divided by (iii) $22.75. Similarly, each stock appreciation right of Happy outstanding at the Effective Time was cancelled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of Happy common stock subject to the stock appreciation right, multiplied by (ii) the excess, if any, of $49.3675 over the grant price of the stock appreciation right, less applicable tax withholdings. For purposes of these calculations, the Merger Consideration value was determined using a volume-weighted average closing price of Home’s common stock as reported on the New York Stock Exchange over the 20 consecutive trading day period ending on the third business day prior to the closing of the Merger, multiplied by 2.17.
Under the terms of the Merger Agreement, Home will issue approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. No cash consideration is being paid in connection with the Merger, except that holders of outstanding shares of Happy common stock or “in-the-money” stock options of Happy at the time of the Merger will receive cash payments equal to $22.75, multiplied by any resulting fractional shares of Home common stock to which they are otherwise entitled in connection with the Merger. In addition, the holders of stock appreciation rights of Happy received approximately $3.1 million in cash in cancellation of their stock appreciation rights immediately before the Merger, for a total transaction value of approximately $961.9 million.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Appendix A to the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”), on November 15, 2021, and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On April 1, 2022, Home issued a press release announcing the completion of the Company’s previously announced acquisition of Happy. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required to be filed as part of this Current Report will be filed by amendment to this Current Report no later than 71 days following the date that this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed as part of this Current Report will be filed by amendment to this Current Report no later than 71 days following the date that this Current Report is required to be filed.
(d) Exhibits.
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| Home BancShares, Inc. | |||||||||||
| Date: | April 1, 2022 | By: | /s/ Jennifer C. Floyd | ||||||||
| Jennifer C. Floyd | |||||||||||
| Chief Accounting Officer | |||||||||||
Exhibit 99.1
For Immediate Release: April 1, 2022
Home BancShares, Inc. Announces
Completion of the Acquisition of Happy Bancshares, Inc.
Conway, AR – Home BancShares, Inc. (NYSE: HOMB) (“Home” or “the Company”), parent company of Centennial Bank (“Centennial”), today announced that it has completed its previously announced acquisition of Happy Bancshares, Inc. (“Happy”), parent company of Happy State Bank (“HSB”), pursuant to the terms of a definitive agreement and plan of merger whereby, in a series of transactions, an acquisition subsidiary of Home merged with and into Happy, Happy merged with and into Home, and immediately thereafter, HSB merged with and into Centennial. The acquisition is effective today, April 1, 2022.
As of December 31, 2021, Happy had approximately $6.81 billion in total assets, $3.59 billion in loans, and $5.81 billion in deposits. With the completion of the acquisition, the Company now operates 76 branches in Arkansas, 78 branches in Florida, 62 branches in Texas, five branches in South Alabama, and one branch in New York City.
“The completion of the acquisition of Happy State Bank is a pivotal moment for Home and is another example of our ability to make smart, strategic deals that are immediately accretive,” said John Allison, Chairman, President and CEO of Home. “The long-awaited entry into Texas came at just the right time and with all the right deal attributes. We expect this to be the beginning of a bright future in Texas.”
“Centennial Bank welcomes the customers, talented team of bankers and numerous shareholders of Happy State Bank and looks forward to the added value this merger will bring to our franchise,” said Tracy French, President and Chief Executive Officer of Centennial Bank.
Under the terms of the agreement, Home will issue approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. In addition, the holders of stock appreciation rights of Happy received approximately $3.1 million in cash in cancellation of their stock appreciation rights immediately before the merger, for a total transaction value of approximately $961.9 million.
Piper Sandler & Co. served as financial advisor, and Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. served as legal counsel to Home. Stephens Inc. served as financial advisor, and Alston & Bird LLP served as legal counsel to Happy. Also, Piper Sandler issued a fairness opinion to Home, and Stephens Inc. issued a fairness opinion to Happy.
General
This release may contain forward-looking statements regarding the Company’s plans, expectations, goals and outlook for the future, as well as statements about the business combination transaction involving Home and Happy. Statements in this press release that are not historical facts should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future events, performance or results. When we use words like “may,” “plan,” “propose,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. Forward-looking statements of this type speak only as of the date of this news release. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors could cause actual results to differ materially from those contemplated by the forward-looking statements. These factors include, but are not limited to, the following: economic conditions, credit quality, interest rates, loan demand, real estate values and unemployment; disruptions, uncertainties and related effects on our business and operations as a result of the ongoing coronavirus (COVID-19) pandemic and measures that have been or may be implemented or imposed in response to the pandemic, including the impact on, among other things, credit quality and liquidity; the possibility the acquisition of Happy may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a
result of changes in general economic and market conditions, ongoing or future effects of the COVID-19 pandemic, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Home and Happy operate; the ability to promptly and effectively integrate the businesses of Home and Happy; the reaction to the transaction of the companies’ customers, employees and counterparties; diversion of management time on acquisition-related issues; the effect of any future mergers, acquisitions or other transactions to which we or our bank subsidiary may from time to time be a party, including as a result of one or more of the factors described above as they would relate to such transaction; the ability to identify, enter into and/or close additional acquisitions; legislative and regulatory changes and risks and expenses associated with current and future legislation and regulations, including those in response to the COVID-19 pandemic; technological changes and cybersecurity risks; the effects of changes in accounting policies and practices; changes in governmental monetary and fiscal policies; political instability; competition from other financial institutions; potential claims, expenses and other adverse effects related to current or future litigation, regulatory examinations or other government actions; changes in the assumptions used in making the forward-looking statements; and other factors described in reports we file with the Securities and Exchange Commission (the “SEC”), including those factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022.
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FOR MORE INFORMATION CONTACT:
Donna Townsell
Director of Investor Relations
Home BancShares, Inc.
(501) 328-4625