Simmons First National Corp 8-K, filed Apr 11, 2022
Simmons First National Corp (SFNC)
About this 8-K
Simmons First National Corp filed this 8-K on April 11, 2022, reporting on events of April 8, 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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Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 8, 2022 (the “Closing Date”), Simmons First National Corporation (the “Company”) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of November 18, 2021 (the “Merger Agreement”), by and between the Company and Spirit of Texas Bancshares, Inc. (“Spirit”).
On the Closing Date, Spirit was merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Immediately thereafter, Spirit’s subsidiary bank, Spirit of Texas Bank SSB, was merged with and into the Company’s subsidiary bank, Simmons Bank, with Simmons Bank continuing as the surviving bank. The Merger was described in the Registration Statement on Form S-4 (File No. 333-261842) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2021 and amended on January 18, 2022 (the “Registration Statement”).
At the effective time of the Merger, pursuant to the terms of the Merger Agreement, each share of common stock, no par value, of Spirit was converted into 1.0016722 shares of Class A Common Stock, $0.01 par value per share, of the Company (the “Company common stock”), with cash paid in lieu of fractional shares of Company common stock and to cash out Spirit stock options and warrants that were outstanding immediately prior to the effective time of the Merger.
The foregoing summary of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 11, 2022, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided pursuant to this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 2.1 | Agreement and Plan of Merger, dated as of November 18, 2021, by and between Simmons First National Corporation and Spirit of Texas Bancshares, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed by Simmons First National Corporation on November 19, 2021)* | |
| Exhibit 99.1 | Press Release issued by Simmons First National Corporation on April 11, 2022. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Previously filed. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
SIGNATURE
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.
| SIMMONS FIRST NATIONAL CORPORATION | ||
| Date: April 11, 2022 | By: | /s/ James M. Brogdon |
| James M. Brogdon | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
| For Immediate Release: | April 11, 2022 |
Simmons First National Corporation Completes Acquisition and Conversion of
Spirit of Texas Bancshares, Inc.
Acquisition more than doubles our size and scale in the Lone Star State while establishing a platform for growth in Houston, Austin, San Antonio, Corpus Christi and Bryan-College Station
PINE BLUFF, Ark. – Simmons First National Corp. (NASDAQ: SFNC) (Simmons) announced today that it has completed the acquisition of Spirit of Texas Bancshares, Inc. (Spirit), the parent company of Spirit of Texas Bank SSB, based in Conroe, Texas, effective April 8, 2022. A definitive agreement to acquire Spirit was previously announced on November 19, 2021, with Spirit’s shareholders approving the transaction in February 2022.
As a result of the acquisition, Spirit of Texas Bank SSB was merged into Simmons Bank (the subsidiary bank of Simmons), with Simmons Bank as the surviving institution. Conversion of technology systems and customer accounts for Spirit of Texas Bank SSB were completed over the weekend, with former Spirit of Texas Bank SSB branches opening under the Simmons Bank name on Monday, April 11.
“Our acquisition of Spirit further enhances the size and scale of our Texas franchise and positions us to increase shareholder value over time by bringing our broad array of products, services and leading-edge digital capabilities to new markets and clients,” said George A. Makris, Jr., chairman and CEO of Simmons. “We are grateful to the hundreds of associates across the combined organization who have worked tirelessly to help achieve this milestone in less than five months. With a shared commitment to serving our customers and supporting the communities where we live and work, we are well positioned to capture future growth in the Lone Star State.”
Spirit ranked among Fortune’s 2021 100 Fastest-Growing Companies. With the completion of this acquisition, Simmons has approximately $28 billion in assets, $14.3 billion in loans and $22.1 billion in total deposits based on data as of December 31, 2021. In Texas, the addition of Spirit will more than double Simmons’ size and scale with footings totaling approximately $4.8 billion in loans and $4.9 billion in deposits based on data as of December 31, 2021, while increasing the number of branches to 57, located primarily in the fast-growing Texas Triangle.
P.O. BOX 7009 501 MAIN STREET PINE BLUFF, ARKANSAS 71611-7009 (870) 541-1000 www.simmonsbank.com
Under the terms of the definitive agreement, each share of Spirit common stock was converted into 1.0016722 shares of Simmons common stock, with cash paid in lieu of fractional shares and to cash out Spirit stock options and warrants that were outstanding immediately prior to the effective time of the merger.
Simmons First National Corporation
Simmons First National Corporation (NASDAQ: SFNC) is a Mid-South and Texas based financial holding company that has paid cash dividends to its shareholders for 113 consecutive years. Its principal subsidiary, Simmons Bank, operates more than 200 branches in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Founded in 1903, Simmons Bank offers comprehensive financial solutions delivered with a client-centric approach. Simmons Bank was named to Forbes list of “America’s Best Banks” in 2022 and was recently named to Forbes list of “World’s Best Banks” for the third consecutive year. Additional information about Simmons Bank can be found on our website at simmonsbank.com, by following @Simmons_Bank on Twitter or by visiting our newsroom.
Forward-Looking Statements
Statements in this press release that are not based on historical facts should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including, without limitation, statements made in Mr. Makris’s quotes, may be identified by reference to future periods or by the use of forward-looking terminology, by future conditional verbs, or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to Simmons’ future growth, products and services, lending capacity and lending activity, digital banking initiatives, Simmons’ ability to recruit and retain key employees, branch closures and branch sales, and the ability of Simmons to manage the impact of the COVID-19 pandemic. Any forward-looking statement speaks only as of the date of this press release, and Simmons undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this press release. By nature, forward-looking statements involve inherent risks and uncertainties. Various factors, including, but not limited to, economic conditions, credit quality, interest rates, loan demand, difficulties in integrating acquired institutions, the effects of the COVID-19 pandemic, including the effectiveness of vaccination efforts and developments with respect to COVID-19 variants, on, among other things, Simmons’ operations, liquidity, and credit quality, and changes in the assumptions used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements. Forward-looking statements regarding the aforementioned merger and Simmons are based on currently available information, and actual results could differ materially from the statements made. Additional information on factors that might affect Simmons’ future performance is included in its Form 10-K for the year ended December 31, 2021 and other filings, which have been filed with and are available from the U.S. Securities and Exchange Commission.
Investor and Media Contact
Ed Bilek
EVP, Director of Investor and Media Relations
ed.bilek@simmonsbank.com
501.263.7483 (office)
205.612.3378 (cell)