0001193125-12-065474.txt : 20120216 0001193125-12-065474.hdr.sgml : 20120216 20120216170653 ACCESSION NUMBER: 0001193125-12-065474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120216 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME BANCSHARES INC CENTRAL INDEX KEY: 0001331520 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51904 FILM NUMBER: 12620099 BUSINESS ADDRESS: STREET 1: 719 HARKRIDER CITY: CONWAY STATE: AR ZIP: 72032 BUSINESS PHONE: 501-328-4657 MAIL ADDRESS: STREET 1: 719 HARKRIDER CITY: CONWAY STATE: AR ZIP: 72032 8-K 1 d302913d8k.htm FORM 8-K Form 8-K

 

 

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): February 16, 2012

 

 

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) 328-4770

(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 2.01 Completion of Acquisition or Disposition of Assets

Effective February 16, 2012, Home BancShares, Inc. (the “Company”) and its wholly owned subsidiary, Centennial Bank (“Centennial”), completed Centennial’s previously announced acquisition of substantially all operating assets and liabilities of Vision Bank, a Florida state-chartered bank with its principal office located in Panama City, Florida (“Vision”), pursuant to a Purchase and Assumption Agreement (the “Agreement”), dated November 16, 2011, between the Company, Centennial, Park National Corporation, parent company of Vision (“Park”), and Vision.

Pursuant to the Agreement, Centennial assumed approximately $520 million in customer deposits and acquired approximately $354 million in performing loans from Vision, along with approximately $12.5 million in fixed assets and miscellaneous other assets and liabilities. In connection with the acquisition, Park has made a payment to Centennial in the amount of approximately $124.8 million, subject to customary post-closing adjustments based upon the final closing date balances of the assets acquired and liabilities assumed from Vision. Centennial paid a purchase price to Vision of approximately $27.9 million for the acquisition.

As part of the acquisition, Centennial acquired the real estate and other assets related to Vision’s 17 banking offices, including eight locations in Baldwin County, Alabama, and nine locations in the Florida Panhandle counties of Bay, Gulf, Okaloosa, Santa Rosa and Walton. Included in the acquisition were the fixed assets located within the Vision offices, the safe deposit business conducted at the Vision offices, cash on hand, prepaid expenses and Vision’s rights under contracts related to the Vision offices. Centennial also assumed the liabilities and obligations of Vision with respect to the safe deposit business, the assumed contracts, third-party leases for the real estate leased by Vision and equipment and operating leases related to the Vision offices.

Vision’s nonperforming loans and certain other loans and its other real estate owned were not acquired by Centennial, and no other assets or liabilities of Park were acquired or assumed by Centennial. Pursuant to the Agreement, Park granted Centennial a put option to put an aggregate of $7.5 million of the purchased loans back to Park for a period of up to six months after the closing date.

The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 17, 2011 and is incorporated herein by reference. A copy of the Company’s press release, dated February 16, 2012, announcing Centennial’s acquisition of the Vision branch locations is attached as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

          2.1    Purchase and Assumption Agreement By and Between Vision Bank and Park National Corporation and Centennial Bank and Home BancShares, Inc., dated as of November 16, 2011 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 17, 2011).
          99.1    Press Release: Home BancShares, Inc. and Centennial Bank Announce Acquisition of Vision Bank Branch Locations.


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: February 16, 2012           /s/ Randy Mayor
      Randy Mayor
      Chief Financial Officer
EX-99.1 2 d302913dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

 

For Immediate Release:    February 16, 2012

Home BancShares, Inc. and Centennial Bank Announce

Acquisition of Vision Bank Branch Locations

Conway, AR – Centennial Bank (“Centennial”), a wholly-owned subsidiary of Home BancShares, Inc. (NASDAQ GS: HOMB), announced today the completion of its acquisition of all of the banking locations of Vision Bank (“Vision”), a Florida state-chartered bank and wholly owned subsidiary of the publicly traded Park National Corporation (“Park”), pursuant to a previously announced purchase and assumption agreement, dated November 16, 2011, between Home BancShares, Centennial, Park and Vision. Upon the closing of the acquisition on February 16, 2012, Centennial purchased loans with an unpaid principal balance of approximately $354 million and assumed deposit liabilities of approximately $520 million from Vision for a purchase price of approximately $27.9 million.

At the time of the acquisition, Vision operated a total of 17 banking locations in the Gulf Coast communities of Baldwin County, Alabama and the Florida Panhandle, including its main office located in Panama City, Florida. The Vision branch locations were sold as “clean” bank branches. As such, Centennial purchased only the performing loans and the related other assets of Vision, while Park retained Vision’s non-accrual loans, including all loans past due 90 days or more. All deposits and the related other liabilities were assumed by Centennial.


“We had a great 2011, and we are very excited about starting 2012 with this acquisition,” said John W. Allison, Chairman of Home BancShares. “This is an ideal fit for us, as we expand our footprint from Baldwin County, Alabama to Tallahassee, Florida, and look forward to serving our customers and communities throughout this area,” added Allison.

Until Centennial and Vision convert to a single operating system—anticipated to occur in April 2012, Centennial and Vision customers should continue to do business at their current Centennial or Vision branches. Customers of both banks, however, can now use Centennial and Vision ATMs free of charge.

“We are excited to be joining forces with Centennial Bank and introducing them to Baldwin County,” said Diane Anderson, Centennial Bank market president in Alabama. “Our name will change, but our experienced team of local bankers will continue to provide our customers with the exceptional community focused service they have come to know and expect,” added Anderson.

“We are looking forward to being a part of the Centennial Bank team,” stated Joey Ginn, Centennial Bank market president of the new Centennial Bank locations in Florida. “Our customers will immediately see the benefits of these acquisitions with more locations, additional products and services and a team of experienced and dedicated bankers to service their needs,” said Ginn.

Home BancShares, Inc. is a bank holding company, headquartered in Conway, Arkansas. Our 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. Including the acquisition, Centennial Bank has locations in central Arkansas, north central Arkansas, southern Arkansas, the Florida Keys, southwestern Florida, central Florida, the Florida Panhandle and south Alabama. The Company’s common stock is traded through the NASDAQ Global Select Market under the symbol “HOMB.”


This release contains forward-looking statements regarding the Company’s 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 are included in its Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission.

####

FOR MORE INFORMATION CONTACT:

 

Home BancShares, Inc.

  

Centennial Bank

Brian S. Davis    Tracy M. French
Chief Accounting Officer &    Florida Regional President
Investor Relations Officer    (501) 605-2936

(501) 328-4770

  
GRAPHIC 3 g302913g57s76.jpg GRAPHIC begin 644 g302913g57s76.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:BBB@!*6 MO*?B9Y]IXDBEBGEC$UN#A7(&02/\*Y1-7U2/[FI7:_29O\:ASLSUZ.5NK34U M+?R/H&BO!T\3Z]']S6+P?64FK">-?$L?35IC_O!3_2CG13R>KTDOQ/<*2O&$ M^(7B9/\`E^1O]Z%3_2I#\4/$,/WGM9#Z&'_`U<+S?+%:G-7R^I0@YU)))>?_ M``#UC4]4LM'L7O+^=884[GJ3Z`=S7C?BCQ]J6N7Z-9RR65K;ONA1&PQ(Z,Q' M?VZ5C:YX@U+Q#=_:=1GWE?N1KPB#V%3^&_"VH^)[LPV:A(D_UEPX^1/;W/M7 MK4L/"DN:>Y\W5KRJOE@>@^$?B9;WP2QUQDM[G[JW'2.3Z_W3^E>@`@@$$$'H M17SIK.B7^@WK6FH0&-_X6ZK(/53WK8\->/M6\.H+Z45YBGQ9)\KLSW: M>!KU(J4$FGYH]-HKRU_BOJ9^YIMJ/JS&JDOQ/\02?ZM+2+Z1D_S-+G1LLKQ+ MZ+[SUVBO$;KQQXDN@0^IO&#VB4)_(5Z'\.99I_#'GW$SRR27#DN[%B>@[T*5 MV1B,!/#T^>;1U=%%%4>>%%%%`'F?Q83%WILG=UC+<^NR[_`':/S_,*0D`9)P*CDG5.!R:K/(SG+'\*ZZ&#G4U>B.+'YU0P MMXP]Z7;HO5DLEQGA./>H">YJ]I6CZAK=V+73K9YY.Y'"J/4GH*]8\*_#:PT8 MI=ZELO;T<@$?NXS[#N?:3=D;1A&A"Z5V=9JFD6&M6;6FH6R3Q'H M&ZJ?4'L:\F\4?#74-'WW6F;KZS')4#][&/<=Q[BO2/!TNJ7.@Q7.K7?GSR?P M>4$,6#@J?4Y'-;M*%6=&5DRITH5HW:/F4$J>."*GCN.S_G7M'B?X?:5X@WW$ M(%E>GGSHU^5S_M+W^O6O)=>\,ZKXCB5:6YE0 MKXK`2YJ;T_`@!!&0:^(_BM//OMM!B,*=#A##TJ/OSW,IYEB:M-4 M*>D?+=^K.7CC>618XT9W8X55&23["N^\-?"V\O=ESKC-:0'D6Z_ZQOJ?X?YU MW_A[PAI'AR,&T@WW&,-<2_,Y_P`!["MRL:N,;TAH9TL(EK,JZ;I=CI%HMK86 MR6\2_P`*#K[D]S53Q#K@T"QBNVMFN%DGC@VJP4@N<`\]LFM6N5^(D33^'H(4 MCDD+7UN2L:DL%#@D\K1+$@B:,AHIE89DW>G!;=GD?6D,[998BKLKIM0D,0 M1@$=NS'XTW29Y6U72[BX:2V(T6**3?;%MSB3E.G!XH`[^H[BV@NX'@N8DFB< M89'7((^E2T4`>9^)OA4K;[KP^^T]3:2-Q_P%NWT->:W5IC*688B%/V%75>>_WGTI17G? MA;XHP792SUX+;S'A;E1B-C_M#^'^7TKT,$$`@Y!Z$5Y]2G*F[2-X5(S5XG`> M*OAK+J\TE[9ZK.]P26$5VY=?HI_AKS'5=&U'1+G[/J-J\#]B1\K?0]#7T=5: M_P!/L]3M6MKZVCN(6ZHZY'_UJZ*6+E#26J,*N%C/5:,^<;:XFM+B.X@?9+&V MY&P#@_C7HWA[XL."MOK\&X=/M,*\C_>7_#\JY;QGH-MH?B*>SL"YA558*YR5 MR,XS7/=*[OW6(C_5SEE3Q&%:\:.2.$G=(OEL<8!&>0#^%>1:-KVI:!=?:-.N6B)^^AY1_8CO7H% MMXK_`.$QO=(\J2TL+^PN#,8;EFV3DJ5PC#IU/7GZUP5L+*GJM4==+$QGH]&: M^B>(XM)\'S7=Q+/=&VNWB\A\F:%=YPCYYRJM947@U[C6)[W5&MYXKMS+/#&64;]@1<>H"[N3U+4_3_""[LS:I;(5+!\([%&]F`8/Q+YJ3*^G-G<'MV9PH!V M[2&QDD8.>.]`%33=;TNR?3K&QDC;3KV"6XAN7N.%`8?*,_[W'/&/:GGQ;%'H MNH:F]MO2SN6MU2&3>9B"!D<>^?P-5],\(-I]WIS.;:>"VBG$JLG5Y7#G8.0` M",`>E%OX3F-RT5[]E?3C>377DQEE)+C"CMT&?SH`MZIXF>PF7[/9"[A-D]Z7 M$VT^6I&<#')PP(YIW_"12MK7]GQ6:%!#%,7>?8Y5R1PA')&T\9K)C\$7$IM[ M:^GADM+6VEMH'1F$J*7#1MZ94*!Z&K,6@ZW_`&O_`&A=/I=Q,8(HO-:-MRE& M8[P.Q.[IGM0!JZ#K#ZU:?;!!&ENX!C9)MYSR"K#`VL,H:E9Z5:-=7UQ M'!"O5G./P'J:\^O_`!=:^%+[4)(1:W.I7>SS(+1CY".H.9&)_B.1D#T&37GV ML:YJ.O79N=1N6F;^%>BH/0#M771PLJFKT1RU<3&&BU9V?B7XIW-WOM=#C-O" M>#<2*"[#V'0?C7GI.223R>32JIA_#+PSIFI&YOK^$7$MM(HC1^4&1G M)'<_6NUSI8966YS1H8C$IU+>ZNO0Y_PWX%U?Q&5E6/[+9GK<2CJ/]D=_Y5Z] MIOAJ#3-/ALHK^_9(5V@FX-;"@*H```'``[4M>?5Q$ZC\CLI4(TUYA1117.;G MC'Q".?&5W[*@_P#'17+21+)UX/K74?$$8\97GNJ?^@BN;K)3E"5XO4^OI4:= M;"QA45TTBD\;1GD<>M-Z'-7B`1@C(JO);DQ]#T5S7A? MQQI?B1%B5OLUZ!\UO(>3_NGN/UKI*\N491=I(]*,E)70M%)7%^*OB18:+OM- M.VWMZ.#@_NXS[GN?84X0E-VBA3G&"O)G3ZKK%AHEFUWJ%RD$8Z9ZL?0#N:\E M\5?$B_UK?::=NLK(\$@_O)![GL/85S&JZO?ZU>-=ZAF>BCT`Z`545&< MX49KTZ6&A27-,\^=>I6ER4UO][&U-'`7Y;@5+'`JB?"9OWFIK[1G_`-"KS4VY79[F M/A&.$E&*LE;\STBBBBM3Y0****`/'OB5'Y?BZ1O^>D*-^F/Z5R>:^@+W1]-U M%@][8P7#`8#21@D#ZU5'A/P^#D:/:?\`?L5FX79[M#-(4Z48.+T/"T\.Z)']W2;,?]L5_PJPFEZ?']RPME^D*C^E'(:/.(=(?B?/+P>;RJG=[" MJ\L$T./-B=`>A92`:^E%@A3[L2+]%`J#4=+LM6LVM+ZV2>%OX6'3W![&NVAB M9TM'JCP,P5'%/GA#EEZ[^JL?."LR.'1BK*>&_BE>V"K;:RC7L`X$ MR_ZU?KV;^=,\4?#*]TS?=:/OO;44)=CK_`!1\1=2UW?;6>ZQLCP55OGD'^T>WT%R_)&?]D?U-1*I2P\;(N-.I7=V>76 M_A#Q!/$LPTB[\MQE3Y?45.?"^N1+C^QKP#_KD:]YI:\JM5G6?O/0^@P5: MN03?=[GS])I&IQ?ZS3;M?K"W^%5GBEBXDB=/]Y2*^BJ8\:2##HK#_:&:Y^0] M19Q+K#\3YUR#T(KT+X3_`/'WJ7^XG\S7=W&@:/=C$^F6KY[F(9_.FZ7X?TO1 MI9I-.M1`9@`X4D@XZ=?K34;,C$YE"O1<.5ILTJ***L\4****`"BBB@`HHHH` M****`$KB_'GA_2;B*WO9+&/[0]PB/(N5+*3SG!YHHK6BVIJQE52<'