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Form 8-K HOME BANCSHARES INC For: Nov 07

November 8, 2016 10:44 AM EST

 

 

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): November 7, 2016

 

 

Home BancShares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Arkansas

(State or other jurisdiction of incorporation)

 

000-51904   71-0682831
(Commission File Number)   (IRS Employer Identification No.)

 

719 Harkrider, Suite 100, Conway, Arkansas   72032
(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 (see General Instruction A.2. below):

 

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))

 

 

 


Item 7.01 Regulation FD Disclosure

On November 7, 2016, Home BancShares, Inc., an Arkansas corporation (“Home”) issued a press release announcing the signing of a definitive agreement (the “Definitive Agreement”) under which Home will acquire Giant Holdings, Inc. (“GHI”) and its bank subsidiary, Landmark Bank, N.A., headquartered in Fort Lauderdale, Florida (the “Acquisition”). Copies of the press release announcing the transaction and certain additional information regarding the Acquisition are attached as Exhibits 99.1 and 99.2 to this Current Report.

 

Item 8.01 Other Events

The information set forth in Item 7.01 and Exhibits 99.1 and 99.2 is incorporated herein by reference.

Additional Information about the Acquisition and Where to Find It

In connection with the Acquisition, Home intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Home common stock to be issued to shareholders of GHI in connection with the transaction. The Registration Statement will include a Proxy Statement of GHI and a Prospectus of Home, as well as other relevant materials regarding the proposed merger transaction involving Home and GHI. INVESTORS AND SECURITY HOLDERS OF GHI ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Home at Home’s website at http://www.homebancshares.com, Investor Relations, or by contacting Jennifer Floyd, by telephone at (501) 339-2929.

Cautionary Note Regarding Forward-Looking Statements

This Current Report may contain forward-looking statements which include, but are not limited to, statements about the benefits of the business combination transaction involving Home and GHI, including the combined company’s future financial and operating results, plans, objectives, expectations, goals and outlook for the future. Statements in this Current Report 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 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, including, but not limited to, (i) the possibility that the acquisition does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) changes in Home’s stock price before closing, (iii) 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, 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 GHI operate; (iv) the ability to promptly and effectively integrate the businesses of Home and GHI; (v) the reaction to the transaction of the companies’ customers, employees and counterparties; and (vi) diversion of management time on acquisition-related issues. Additional information on factors that might affect Home’s financial results is included in its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016 and its Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the SEC on November 4, 2016.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release: Home BancShares, Inc. and Giant Holdings, Inc. Announce Signing of Definitive Agreement.

99.2 Supplemental materials to Press Release dated November 7, 2016.


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.        
     

            (Registrant)

Date: November 8, 2016      

/s/ Jennifer C. Floyd

      Jennifer C. Floyd
      Chief Accounting Officer

Exhibit 99.1

 

LOGO

 

For Immediate Release:    November 7, 2016

Home BancShares, Inc. and Giant Holdings, Inc.

Announce Signing of Definitive Agreement

Conway, AR – Home BancShares, Inc. (NASDAQ GS: HOMB) (“Home” or “the Company”), parent company of Centennial Bank, (“Centennial”), and Giant Holdings, Inc. (“GHI”), parent company of Landmark Bank, N.A. (“Landmark”), headquartered in Ft. Lauderdale, Florida, today announced the signing of a definitive agreement and plan of merger for Home to acquire GHI. Under the terms of the agreement, GHI will merge into Home, Landmark will merge into Centennial, and shareholders of GHI will receive proceeds from the transaction of approximately $88.5 million, consisting of $18.5 million in cash and $70.0 million of Home common stock.

GHI currently operates six branch locations in the Ft. Lauderdale area. As of September 30, 2016, GHI had approximately $463.0 million in total assets, $335.2 million in loans, and $368.2 million in deposits. Upon completion of the acquisition, the Company will have approximately $10.2 billion in total assets.

“The acquisition of Landmark allows us to increase our market share in the Ft. Lauderdale area. We consider this acquisition a smart deal, and it is immediately accretive to diluted earnings per share, book value and tangible book value,” said John Allison, Home’s Chairman. “We have remained disciplined in our pricing in order to provide our shareholders added value on day one, while adding a great bank to our Company. I personally look forward to working with Jeff Roschman, GHI’s Chairman, and his fine team of bankers. Jeff and I share the common interest of continuing to build this company.”

 

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“We are excited to have found a new partner in Home BancShares and Centennial,” said Perry LaCaria, Landmark President and Chief Executive Officer. “Together, with an expanded range of products and Home’s history of strong financial performance, we will be able to serve an even wider array of customers in Southeast Florida.”

“This combination is financially attractive to both parties and a great strategic and cultural fit,” said Tracy French, Centennial’s Chief Executive Officer. “In addition, this merger provides an extension of our existing market area. We look forward to working with Landmark’s staff and will be committed to providing Landmark’s customers with the high quality customer service they’ve grown accustomed to.”

The acquisition is expected to close in the first quarter of 2017 and is subject to GHI shareholder approval, regulatory approvals, and other customary conditions.

Additional information regarding the acquisition has been provided in a supplemental presentation available on the Company’s website at www.homebancshares.com, under the “Investor Relations” section.

Until Centennial and Landmark convert to a single operating system, which is anticipated to occur in March 2017, Centennial and Landmark customers should continue to do business at their current Centennial or Landmark branches. Customers of both banks, however, will be able to use Centennial and Landmark ATMs free of charge in the near future.

 

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In connection with the acquisition of GHI, Home intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Home common stock to be issued to shareholders of GHI in connection with the transaction. The Registration Statement will include a Proxy Statement of GHI and a Prospectus of Home, as well as other relevant materials regarding the proposed merger transaction involving Home and GHI. INVESTORS AND SECURITY HOLDERS OF GHI ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Home at Home’s website at http://www.homebancshares.com, Investor Relations, or by contacting Jennifer Floyd, by telephone at (501) 339-2929.

Home’s legal advisor on the transaction was Mitchell, Williams, Selig, Gates & Woodyard, PLLC, and Stephens Inc. provided a fairness opinion. GHI was advised by Hovde Group, LLC and the law firm of Smith Mackinnon, PA.

Home BancShares, Inc. is a bank holding company, headquartered in Conway, Arkansas. Its wholly-owned subsidiary, Centennial Bank, provides a broad range of commercial and retail banking plus related financial services to businesses, real estate developers, investors, individuals and municipalities. Centennial Bank has branch locations in Arkansas, Florida, South Alabama and New York City. The Company’s common stock is traded through the NASDAQ Global Select Market under the symbol “HOMB.”

 

3


This release contains forward-looking statements which include, but are not limited to, statements about the benefits of the business combination transaction involving Home and GHI, including the combined company’s future financial and operating results, plans, expectations, goals and outlook for the future. 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 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, including, but not limited to, (i) the possibility that the acquisition does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) changes in Home’s stock price before closing, (iii) 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, 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 GHI operate; (iv) the ability to promptly and effectively integrate the businesses of Home and GHI; (v) the reaction to the transaction of the companies’ customers, employees and counterparties; and (vi) diversion of management time on acquisition-related issues. Additional information on factors that might affect Home BancShares, Inc.’s financial results is included in its Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2016 and its Form 10-Q filed with the SEC on November 4, 2016.

####

 

CONTACTS:   Home BancShares, Inc.    Centennial Bank
  Jennifer C. Floyd    Tracy French
  Investor Relations Officer    Chief Executive Officer
  (501) 339-2929    (501) 941-4278

 

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Slide 1

Exhibit 99.2


Slide 2

Forward Looking Statement This presentation contains forward-looking statements which include, but are not limited to, statements about the benefits of the business combination transaction described herein, including the combined company’s future financial and operating results, plans, expectations, goals and outlook for the future. Statements in this presentation that are not historical facts should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements speak only as of the date hereof and, by nature, involve inherent risk and uncertainties. Various factors could cause actual results to differ materially from those contemplated by the forward-looking statements, including, but not limited to, (i) the possibility that the acquisition does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (ii) changes in the Company’s stock price before closing, (iii) 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, 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 the Company and the target operate; (iv) the ability to promptly and effectively integrate the businesses of the Company and the target; (v) the reaction to the transaction of the companies’ customers, employees and counterparties; and (vi) diversion of management time on acquisition-related issues. Additional information on factors that might affect the Company’s financial results is included in its most recent Form 10-K and Form 10-Q as filed with the Securities and Exchange Commission. We do not intend and disclaim any duty or obligation to update or revise any forward-looking statements in this presentation to reflect new information, future events or otherwise.


Slide 3

Headquartered in Conway, Arkansas, Operates 142 branches in Arkansas, Alabama, Florida and New York Bank holding company focused on commercial and retail banking services for businesses and individuals Financial Highlights at 9/30/16 Total Assets - $9.8 Billion Total Loans - $7.0 Billion Total Deposits - $6.8 Billion Home BancShares, Inc.


Slide 4

Giant Holdings, Inc. (“GHI”), a Florida state-chartered holding company for Landmark Bank, N.A. (“Landmark”) Community bank established in 1998 in Fort Lauderdale, FL $463.0 million in total assets Landmark acquired a bank from the FDIC in 2014 with approximately $88 million in total assets Purchase all of the issued and outstanding shares of common stock of GHI No additional capital required to complete the transaction Acquired branches will operated as Centennial Bank, a wholly-owned subsidiary of Home BancShares, Inc. Giant Holdings, Inc.: Transaction Overview


Slide 5

Purchase price for the transaction of approximately $88.5 million $70.0 million HOMB Common Stock $18.5 million Cash The exchange ratio for HOMB stock will be based on a 20 day HOMB Volume Weighted-Average Price (“VWAP”) immediately prior to closing Collar at +/- 20% of the closing 20 day HOMB VWAP compared to $21.31 per share. Giant Holdings, Inc.: Transaction Overview


Slide 6

Termination Provisions No shop provision, with a fiduciary out for the board to accept a superior proposal If Landmark terminates the agreement prior to the closing of the transaction and accepts a superior proposal, there will be a termination fee equal to 5% of transaction value Key management of Landmark will remain with Centennial Bank Approvals Landmark – Shareholder approval HOMB – Regulatory approval Giant Holdings, Inc.: Transaction Overview


Slide 7

Additive to current Southeast Florida footprint Financially attractive transaction – immediately accretive to: Diluted earnings per share Tangible Book Value Book Value Addition of experienced Southeast Florida bankers to the Centennial Bank team Strategic Opportunity


Slide 8

Broward & Palm Beach Counties: Deposit Market Share (1) Deposit market share as of 6/30/16 HOMB DEPOSIT MARKET SHARE BY COUNTY County Branches Deposits (000) Market Share (%) Broward 2 $ 85,126 0.16% Palm Beach - - 0.00% Total 2 $ 85,126 0.16% COMBINED DEPOSIT MARKET SHARE BY COUNTY County Branches Deposits (000) Market Share (%) Broward 7 $ 377,223 0.73% Palm Beach 1 37,233 0.08% Total 8 $ 414,456 0.81% GHI DEPOSIT MARKET SHARE BY COUNTY County Branches Deposits (000) Market Share (%) Broward 5 $ 292,097 0.56% Palm Beach 1 37,233 0.08% Total 6 $ 329,330 0.64%


Slide 9

Branch Detail & Demographics Address City Open Date 2016 Deposits ($M) Growth Over 2015 (%) Total Households (#) Projected Household Change (‘16-’22) (%) Median Household Income ($) Projected Median Household Change (‘16-’22) (%) 8199 W McNab Rd. Tamarac Feb 1978 12 38.3% 22,029 8.0% 45,157 10.3% 2600 E Commercial Blvd Fort Lauderdale Aug 1998 218 (3.3%) 17,428 7.9% 59,737 14.3% 4657 S University Dr. Davie Nov 2006 9 3.0% 9,922 4.3% 78,447 13.0% 3309 Sheridan St Hollywood Apr 2007 17 52.2% 20,314 5.5% 50,396 18.5% 707 SE 3rd Ave Fort Lauderdale Mar 2013 36 22.5% 5,826 10.4% 57,548 11.3% 5255 N Federal Hwy Boca Raton Oct 2014 37 0.4% 8,497 6.0% 71,416 30.6% Total/Weighted Average 329 4.3% 15,251 7.7% 60,344 15.8%


Slide 10

Deposit Composition Note: Dollars in Millions HOMB HOMB – Pro-Forma Transaction Accounts Money Market & Savings Jumbo Time Deposits Retail Time Deposits HOMB 9/30/2016 Acquired Landmark Deposits 9/30/2016 HOMB Pro-Forma Transaction Accounts $ 1,298 $ 158 $ 1,456 Money Market & Savings 4,269 113 4,382 Retail Time Deposits 491 23 515 Jumbo Time Deposits 839 83 922 $ 6,897 $ 378 $ 7,275 12% 19% 7% 62% 13% 20% 7% 60% 22% 42% 6% 30% Landmark Bank


Slide 11

Loan Composition Note: Dollars in Millions Includes Agriculture Before loan discounts Loan Type HOMB (9/30/16) Acquired Landmark Loans(2) (9/30/16) HOMB Pro-forma Total % of Pro-forma Total Loans Commercial RE (Non-farm/non-residential & agriculture) $ 3,032 $ 190 $ 3,222 43.2% Construction/Land Development 1,065 16 1,081 14.5% Residential Real Estate 1,593 101 1,694 22.7% Commercial & Industrial (1) 1,298 35 1,333 17.9% Consumer 42 - 42 0.6% Other 82 - 82 1.1% Total $ 7,112 $ 342 $ 7,454 100.0%


Slide 12

Historical Acquisitions Year Acquired Bank Acquisition Type Location Assets 2003 Community Bank Market Cabot, AR $326 2005 Twin City Bank Market North Little Rock, AR $633 2005 Marine Bank Market Marathon, FL $258 2005 Bank of Mountain View Market Mountain View, AR $203 2008 Centennial Bank Market Little Rock, AR $234 2010 Old Southern Bank FDIC-assisted Orlando, FL $335 2010 Key West Bank FDIC-assisted Key West, FL $97 2010 Coastal Community Bank FDIC-assisted Panama City, FL $362 2010 Bayside Savings Bank FDIC-assisted Port Saint Joe, FL $63 2010 Wakulla Bank FDIC-assisted Crawfordville, FL $353 2010 Gulf State Community Bank FDIC-assisted Carrabelle, FL $112 2012 Vision Bank Selected Asset Purchase Panama City, FL $530 2012 Heritage Bank of Florida FDIC-assisted Lutz, FL $225 2012 Premier Bank §363 Bankruptcy Tallahassee, FL $265 2013 Liberty Bancshares, Inc. Market Jonesboro, AR $2,819 2014 Florida Traditions Bank Market Dade City, FL $310 2014 Broward Financial Holdings, Inc. Market Ft. Lauderdale, FL $184 2015 Doral Bank Florida FDIC-assisted Panama City, FL $466 2015 Florida Business BancGroup, Inc. Market Tampa, FL $532 Note: DOLLARS IN MILLIONS


Slide 13

HOMB Footprint Note: Map as of November 2016 ARKANSAS 76 Branches ALABAMA 6 Branches Panhandle 27 Branches FLORIDA 17 Branches FLORIDA 4 Branches FLORIDA 8 Branches South Central Southwest Keys FLORIDA FLORIDA 3+6 Branches Southeast NEW YORK 1 Branch


Slide 14

Branch Locations Mountain View (2) Searcy (3) Beebe (2) Ward Cabot (4) Jacksonville (2) Sherwood Greenbrier Vilonia Conway (7) Mayflower Maumelle Little Rock (8) Bryant Quitman North Little Rock (5) Morrilton Heber Springs ARKANSAS Jonesboro (5) Batesville (2) Highland Monette Mountain Home Paragould (3) Rector Bentonville Fayetteville (2) Fort Smith (3) Rogers Siloam Springs (2) Springdale Tontitown Atkins Clarksville Dardanelle Russellville (3) Pottsville Van Buren Branch Locations (76) Arkansas Footprint Note: Map as of November 2016


Slide 15

Gulf Coast FOOTPRINT Note: Map as of November 2016 Eastpoint Apalachicola Carrabelle Port St. Joe Lynn Haven Panama City St. George Island Panama City Beach (2) Mexico Beach Blountstown Bristol Tallahassee (6) Daphne Fairhope Elberta Foley Orange Beach Gulf Shores Navarre Destin Wewahitchka ALABAMA FLORIDA Quincy St. Marks Pensacola (2) Santa Rosa Beach (2) Branch Locations (33)


Slide 16

Central Florida Footprint Note: Map as of November 2016 Lake Mary Winder Park Orlando Kissimmee St. Cloud Winter Haven Lakeland Zephyrhills Plant City Tampa (3) Lutz Dade City Spring Hill Branch Locations (17) St. Petersburg Sarasota


Slide 17

Southern Florida Footprint Note: Map as of November 2016 Existing Branch Locations (21) Naples Marco Island Tamarac Key largo Islamorada Marathon (2) Key West (3) Big Pine Hollywood Ft. Lauderdale (2+2) Boca Raton Davie (1+1) Landmark Branch Locations (6) Port Charlotte Punta Gorda


Slide 18

Florida Footprint Note: Map as of November 2016 FLORIDA Port Charlotte Punta Gorda Marco Island Key Largo Islamorada Marathon (2) Big Pine Key West (3) Eastpoint Apalachicola Carrabelle Port St. Joe Lynn Haven Panama City St. George Island Panama City Beach (2) Mexico Beach Blountstown Bristol Tallahassee (6) Navarre Wewahitchka Destin Quincy Landmark Branch Locations (6) St. Marks Pensacola (2) Santa Rosa Beach (2) Orlando Winter Park Lutz Tampa (3) Lake Mary Kissimmee St. Cloud Zephyrhills Dade City Plant City Lakeland Winter Haven Spring Hill Naples Ft. Lauderdale (2+2) St. Petersburg Sarasota Davie(1+1) Boca Raton Hollywood Tamarac Existing Branch Locations (59)


Slide 19

Contact Information Corporate Headquarters Home BancShares, Inc. 719 Harkrider Street, Suite 100 P.O. Box 966 Conway, AR 72033 Financial Information Jennifer C. Floyd Investor Relations Officer (501) 339-2929 Website www.homebancshares.com


Slide 20



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