Form 8-K HOME BANCSHARES INC For: Sep 22
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) September 22, 2016
Home BancShares, Inc.
(Exact name of registrant as specified in its charter)
Arkansas | 000-51904 | 71-0682831 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
719 Harkrider, Suite 100,
Conway, Arkansas 72032
(Address of principal executive offices) (Zip Code)
(501) 339-2929
(Registrants 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 September 22, 2016, Home BancShares, Inc. (the Company) issued a press release announcing the commencement of an underwritten secondary public offering of shares of the Companys common stock by the Chairman of the Companys board of directors, John W. Allison. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 8.01 | Other Events. |
On September 22, 2016, in connection with the underwritten secondary offering by the Companys Chairman, the Company filed with the U.S. Securities and Exchange Commission (the SEC) a preliminary prospectus supplement (the Prospectus Supplement) relating to the Companys registration statement on Form S-3 (File No. 333-208307) filed with the SEC on December 2, 2015.
The Prospectus Supplement states that as of September 20, 2016, the Companys quarter-to-date performance is consistent with recent quarterly results. Including the impact of the one-time pre-tax charge of approximately $3.9 million, or $0.02 diluted earnings per share, resulting primarily from the write-off of the remaining FDIC indemnification assets and settlement charges paid to the FDIC in connection with the previously announced termination of the Companys loss share agreements with the FDIC, the Company expects to report fully diluted earnings per share for the quarter ending September 30, 2016 in the range of $0.30 to $0.31. Excluding the FDIC loss share termination, the Company expects to report fully diluted earnings per share in the range of $0.31 to $0.32.
The Prospectus Supplement also states that on September 9, 2016, the Company entered into a non-binding letter of intent to acquire a Florida-based bank holding company having total assets of approximately $400 million for a purchase price of $88.5 million, consisting of approximately 20% cash and 80% shares of our common stock. This potential acquisition is subject to due diligence and the negotiation and execution of a definitive merger agreement and, if a definitive merger agreement is entered into, the acquisition would not be completed before early 2017.
Preliminary expectations of operating results and other financial data contained in this report are estimates only, and actual results may differ materially from those estimates, including as a result of factors discussed in the Prospectus Supplement and other documents filed by the Company with SEC from time to time. All preliminary estimates have been prepared by management, and BKD LLP, the Companys independent public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to these estimates.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 Press Release: Home BancShares, Inc. Announces Secondary Offering by Selling Shareholder
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.
Home BancShares, Inc. | ||||
(Registrant) | ||||
Date: September 22, 2016 | /s/ Jennifer C. Floyd | |||
Jennifer C. Floyd | ||||
Chief Accounting Officer |
Exhibit 99.1
For Immediate Release: | September 22, 2016 |
Home BancShares, Inc. Announces
Secondary Offering by Selling Shareholder
Conway, AR Home BancShares, Inc. (NASDAQ GS: HOMB) (the Company), parent company of Centennial Bank, announced today a secondary underwritten public offering of 2,650,000 shares of its common stock by the Companys Chairman, John Allison.
Mr. Allison is selling the shares offered in this offering for estate planning purposes and will receive all of the net proceeds from such offering. The Company will not sell any shares and will not receive any proceeds from the offering.
Following the completion of the offering, Mr. Allison will continue to beneficially own 6,479,536 shares of the Companys common stock, assuming all shares offered in this offering are sold, and he will continue to serve as Chairman of the Board.
My financial advisors have been encouraging me to work on my estate planning for some time. Thus, today I am finally executing on their request, said John Allison, Chairman. My 100% commitment to this Company has not changed. My health is good and I have the same passion for Home BancShares today as I did when I founded this Company.
Stephens Inc. is serving as sole book-running manager for the offering.
This offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed by the Company with the Securities and Exchange Commission (the SEC). Before investing, investors should read the prospectus in that registration statement and the related prospectus supplement to be filed with the SEC for more complete information about the Company, the selling shareholder and the offering. Copies of the prospectus supplement and the accompanying prospectus will be available by visiting the SECs website at www.sec.gov or from Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attn: Syndicate (1-800-643-9691).
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 Companys common stock is traded through the NASDAQ Global Select Market under the symbol HOMB.
This release contains forward-looking statements regarding the Companys 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, including, but not limited to, economic conditions, credit quality, interest rates, loan demand, the ability to successfully integrate new acquisitions 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. 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 SEC on February 26, 2016.
####
FOR MORE INFORMATION CONTACT:
Jennifer C. Floyd
Chief Accounting Officer &
Investor Relations Officer
Home BancShares, Inc.
(501) 339-2929
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