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): June 25, 2013

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) 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 7.01 Regulation FD Disclosure

On June 25, 2013, Home BancShares, Inc. (the “Company”) issued a press release announcing the signing of a definitive agreement (the “Definitive Agreement”) under which the Company will acquire Liberty Bancshares, Inc. (“Liberty”) and its bank subsidiary, Liberty Bank of Arkansas (the “Acquisition”). A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this Current Report.

The Company’s executive management intends to host an investor conference call on June 25, 2013 regarding the Acquisition. On the call, management intends to discuss certain financial and other information relating to the Acquisition and the Definitive Agreement. Slides that will be made available in connection with the conference call are attached hereto as Exhibit 99.2 to this Current Report.

The information in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended.

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 the Company and Liberty, including future financial and operating results, the combined company’s 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 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 Liberty operate; (iv) the ability to promptly and effectively integrate the businesses of the Company and Liberty; (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 Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (“SEC”).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release: Home BancShares, Inc. and Liberty Bancshares, Inc. Announce Business Combination.

99.2 Supplemental materials to Press Release dated June 25, 2013.

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: June 25, 2013	/s/ Randy Mayor
	Randy Mayor
	Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release: June 25, 2013        

Home BancShares, Inc. and Liberty Bancshares, Inc.

Announce Business Combination

Conway, AR – Home BancShares, Inc. (Nasdaq: HOMB) (“Home” or “the Company”), parent company of Centennial Bank, and Liberty Bancshares, Inc. (“Liberty”), parent company of Liberty Bank of Arkansas, today announced the signing of a definitive agreement for Liberty to merge into Home. Under the terms of the agreement, shareholders of Liberty will receive $250 million of Home common stock plus $30 million in cash.

Upon completion of the transaction, the combined company will have approximately $7.1 billion in total assets, $5.6 billion in deposits, $4.5 billion in loans, 151 branches, 186 ATMs, and 1,500 employees across Arkansas, Florida and Southern Alabama. The merger will significantly increase the Company’s deposit market share in Arkansas making it the 2^nd largest bank holding company headquartered in Arkansas.

“It’s exciting to be a part of the largest in-state banking transaction in the history of Arkansas. This combination will double the number of Arkansas branches for Centennial Bank from 46 to 92 locations. Centennial’s strength is in Central and North Central Arkansas, while Liberty’s presence is in Northeast, Northwest, and Western Arkansas. The association of Liberty with Centennial is the perfect fit to provide more convenient locations to our Arkansas customers,” said Randy Sims, Home’s Chief Executive Officer.

The acquisition is expected to close late in the third quarter or early in the fourth quarter of 2013 and is subject to Home and Liberty shareholder approval, regulatory approval, and other conditions set forth in the merger agreement. Pursuant to the terms of the merger agreement, Liberty Bank will merge with and into Centennial Bank immediately after the merger of Liberty with and into Home. Subject to the receipt of requisite approvals, Home expects to repurchase all of Liberty’s Small Business Lending Fund preferred stock held by the U.S. Treasury shortly after the closing.

“The merger of two similarly sized Arkansas based companies with comparable cultures and history with only two overlapping markets creates a prestigious banking franchise in Arkansas,” said John Allison, Chairman of Home. “Wallace and I have been friends for a very long time. The addition of Liberty is truly a game-changer for Home BancShares.”

“This association with my longtime friend John Allison is important for many reasons; first and foremost, Home BancShares is another outstanding Arkansas based company with similar operating philosophies as Liberty,” said Wallace Fowler, Chairman of Liberty. “We are extremely excited about the combination of these two outstanding financial institutions.”

Additional Information

The Company’s executive management will host an investor conference call today, June 25, 2013 at 4:00 pm CT (5:00 ET). Interested parties can listen to this call by calling 1-888-317-6016 and asking for the Home BancShares conference call. A replay of the call will be available by calling 1-877-344-7529, Passcode: 10030456, which will be available until July 26, 2013 at 8:00 a.m. CT (9:00 ET). Internet access to the call will be available live or in recorded version on the Company’s website at www.homebancshares.com.

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

The Company intends to file a registration statement on Form S-4 to register the shares of Home common stock to be issued to shareholders of Liberty in connection with the transaction. The registration statement will include a joint proxy statement/prospectus and other relevant materials regarding the proposed merger transaction involving the Company and Liberty. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT 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 and other documents filed with the Securities and Exchange Commission (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 the Company at the Company’s website at http://www.homebancshares.com, Investor Relations, or by contacting Brian Davis, by telephone at (501) 328-4770.

General

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. 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 which include, but are not limited to, statements about the benefits of the business combination transaction involving Home and Liberty, including future financial and operating results, the combined company’s plans, objectives, 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 Liberty operate; (iv) the ability to promptly and effectively integrate the businesses of Home and Liberty; (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, 2012 filed with the Securities and Exchange Commission.

FOR MORE INFORMATION CONTACT

Home BancShares, Inc.	Centennial Bank
Brian S. Davis	Randy Sims
Investor Relations Officer	Chief Executive Officer
(501) 328-4770	(501) 328-4656

EX-99.2

Exhibit 99.2

NASDAQ: HOMB

www.homebancshares.com

This presentation contains forward-looking statements that relate to expectations,

beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forwardlooking statements contained herein reflect our current views about future events and financial performance and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from historical or expected results include: factors listed in the Company’s 10-K as filed with the Securities and Exchange Commission; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; inflation, interest rate, market and monetary fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and services; higher defaults on our loan portfolio than we expect; changes in management’s estimate of the adequacy of the allowance for loan losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; management’s estimates and projections of interest rates and interest rate policy; the execution of our business plan; and other factors affecting the financial services industry generally or the banking industry in particular.

We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this presentation to reflect new information, future events or otherwise.

2

Branch Locations (92)

Centennial Locations (46) Liberty Locations (46)

3

(Pro-forma as of March 2013)

4

- Purchase all of the issued and outstanding shares of common stock of Liberty Bancshares, Inc., an Arkansas state-chartered holding company

- As of March 31, 2013, Liberty had $2.9 billion in total assets, $1.9 billion in loans and $2.2 billion in customer deposits

- Acquired branches will operate as Centennial Bank, a wholly-owned subsidiary of Home BancShares, Inc.

- Significantly accretive to net income and EPS

- Issuance of $250 million of HOMB common stock plus $30 million in cash and leverages our excess capital

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- 46 full service locations spanning from Northwest Arkansas to Northeast Arkansas

- Liberty’s franchise is ranked 6thin market share in Arkansas

$1,800 $1,659 $1,632

$1,616

$1,600

$1,363 $1 358

$1,400 $1,294

$1,200

$1,000

$800

$600

$400

$200

$0

‘08YE ‘09YE ‘10YE ‘11YE ‘12YE MRQ

Source: Core deposits defined as total deposits less time deposits greater than $100K Note: MRQ as of 3/31/13; Shown as Liberty Bancshares, Inc. (‘08YE-MRQ)

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-The combined entity would rise to 2nd in deposit market share among Arkansas-based holding companies

Deposit Market Share of Top 10 Arkansas-Based Holding Companies (1)

Deposits Dep/Branch Market

Rank Institution Branches ($mm) ($mm) Share

1 Arvest Bank Group, Inc. 110 $ 6,446,019 $ 58,600 12.1%

Home BancShares, Inc. ‐ Pro Forma 92 3,899,559 42,387 7.3%

2 First Security Bancorp 72 3,252,212 45,170 6.1%

3 Simmons First National Corporation 73 2,566,061 35,152 4.8%

4 Liberty Bancshares, Inc. 46 2,142,608 46,578 4.0%

5 Home BancShares, Inc. 46 1,756,951 38,195 3.3%

6 Bank of the Ozarks, Inc. 66 1,586,278 24,035 3.0%

7 First Bank Corp. 24 1,208,520 50,355 2.3%

8 Summit Bancorp, Inc. 25 973,062 38,922 1.8%

9 Rogers Bancshares, Inc. 45 891,873 19,819 1.7%

10 Community First Bancshares, Inc. 10 756,063 75,606 1.4%

(1) Deposit market share as of 6/30/12

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Liberty Bancshares, Inc. is ranked with aggregate market share of 4.0% in Arkansas

- The combined entity would rise to 3rd in deposit market share in Arkansas

Deposit Market Share of Top10 Holding Companies

Deposits Dep/Branch Market

Rank Institution Branches ($mm) ($mm) Share

1 Arvest Bank Group, Inc. 110 $ 6,446,019 $ 58,600 12.1%

2 Regions Financial Corporation 97 4,277,471 44,098 8.0%

Home BancShares, Inc. ‐ Pro Forma 92 3,899,559 42,387 7.3%

3 First Security Bancorp 72 3,252,212 45,170 6.1%

4 Bank of America Corporation 38 3,129,594 82,358 5.9%

5 Simmons First National Corporation 73 2,566,061 35,152 4.8%

6 Liberty Bancshares Inc 46 2,142,608 46,578 4.0%

7 Home BancShares Inc 46 1,756,951 38,195 3.3%

8 BancorpSouth Inc 53 1,736,643 32,767 3.3%

9 Bank of the Ozarks, Inc. 66 1,586,278 24,035 3.0%

10 First Bank Corp. 24 1,208,520 50,355 2.3%

(1) Deposit market share as of 6/30/12

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(Dollars in Millions) HOMB Liberty Bancshares

HOMB – Pro-Forma

14% 10% 13% 63%

25% 11% 17% 47%

18% 10% 15% 57%

Transaction Accounts Jumbo Time Deposits

Money Market & Savings Retail Time Deposits

Acquired

HOMB Liberty Deposits HOMB

3/31/2013 3/31/2013 Pro-Forma

Transaction Accounts $348 $239 $587

Money Market & Savings 2

182 1017 3199

Retail Time Deposits 450 376 826

Jumbo Time Deposits 485 541 1,026

$3465 $2173 $ 5638

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(Dollars in Millions)

Acquired Liberty % of

Bancshares HOMB Pro-forma

(Pro HOMB Loans(2)

Pro-forma Total

Loan Type (3/31/13) (3/31/13) Total Loans

Commercial RE $ 1 206 $ 818 $ 2 024 44 6%

(Non farm/non residential & agri ) 1,206 2,024 44.6%

Construction/Land Development 313 222 535 11.8%

Residential Real Estate 784 492 1,276 28.1%

(1) Commercial & Industrial 298 288 586 12 9% )

Consumer 34 43 77 1.6%

Other 33 12 45 1.0%

Total $ 2,668 $ 1,875 $ 4,543 100%

(1) Includes Agricultural

(2) Before loan discounts

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Year Acquired Bank Acquisition Type Location Assets ($mm)

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 Market 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 $2,853

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(Pro-forma as of June 2013)

ARKANSAS 92 Branches

South FLORIDA

South FLORIDA

ALABAMA 31 Branches

7 Branches Central

FLORIDA 9 Branches

Branch Locations (151) South FLORIDA

3 Branches FLORIDA

Keys 9 Branches

12

(Pro-forma as of June 2013)

Siloam Springs (3)

Fort Smith (4) Bentonville (2) Mountain Home (2)

Gentry Highland Rogers Springdale

Tontitown Fayetteville (2)

Van Buren Clarksville Rector Paragould (3)

Mountain View (2) Batesville (2) Monette

Bay Jonesboro (7) Heber Springs Quitman

Russellville (4) Morrilton (1+Searcy 2+Atkins

Vilonia Greenbrier(2) Dardanelle Beebe (2)

Pottsville Conway (7)

Ward (Mayflower Cabot 5) Jacksonville (3)

Maumelle Sherwood (2)

North Little Rock (5) Little Rock (8)

Bryant Fordyce ARKANSAS Branch Locations (92)

Existing Branch Locations (46)

Liberty Branch Locations (46)

13

(As of June 2013)

ALABAMA Daphne Fairhope

Foley Point Clear Foley Elberta

Orange Beach FLORIDA Destin Santa

Rosa Beach Blountstown Quincy Tallahassee (7)

Bristol Southport Bristol Lynn Haven

St, Marks Wewahitchka Crawfordville Panacea

Gulf Shores Pensacola Navarre Panama City Beach (2)

Panama (3) Mexico Beach

Port St. Joe Apalachicola Carrabelle Eastpoint St. George Island

14

(As of June 2013)

Destin Santa Rosa Beach Blountstown Quincy Pensacola

Navarre Southport Tallahassee (7) Panama City Beach (2) Bristol

Panama City (3)

Lynn Haven St. Marks Mexico Beach Wewahitchka panacea Crawfordville Port Apalachicola St. Joe Carrabelle East point St: George Island

Longwood Lake Mary Winter Park Clermont Orlando (2)

Lutz Wesley Chapel Tampa

Port Charlotte Punta Gordo

Marco Island

Key Largo Islamorada Marathon (2) Summerland Big Pine Key West (3)

Branch Locations (52)

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Corporate Headquarters

Home BancShares, Inc.

719 Harkrider St., Suite 100

P.O. Box 966

Conway, AR 72033

Financial Information

Brian Davis

Investor Relations Officer

(501) 328-4770

Website

www.homebancshares.com

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NASDAQ: HOMB

www.homebancshares.com