8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 25, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective September 26, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 27, 2017 (the “Merger Agreement”), by and among Home BancShares, Inc., an Arkansas corporation (“Home” or the “Registrant”), Centennial Bank, an Arkansas state bank and a wholly owned subsidiary of Home (“Centennial”), and Stonegate Bank, a Florida chartered commercial bank (“Stonegate”), Stonegate merged with and into Centennial (the “Merger”), with Centennial as the surviving corporation in the Merger.

Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Stonegate common stock (other than shares held by Home, shares held in treasury by Stonegate and shares held by shareholders of Stonegate who properly demand appraisal rights under Florida law) was converted into the right to receive (i) 2.0145 shares of Home common stock, (ii) $3.27 in cash, and (iii) $22.70 multiplied by any resulting fractional share amount in cash (the “Merger Consideration”). In addition, immediately prior to the Effective Time, all outstanding stock options of Stonegate became fully vested and were cancelled and settled in cash based on the Merger Consideration, as provided for in the Merger Agreement. Pursuant to such terms, Home will issue approximately 30,864,029 shares of its common stock valued at approximately $742.3 million as of September 26, 2017, plus $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock, and the holders of outstanding stock options of Stonegate received approximately $27.6 million in cash in connection with the cancellation of their options immediately before the Merger, for a total transaction value of approximately $820.0 million.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Home’s Current Report on Form 8-K filed on March 27, 2017 and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of the shareholders of Home (the “Special Meeting”) was held on September 25, 2017. The Special Meeting was held in order to vote upon the following proposals set forth in Home’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on August 22, 2017 (the “Proxy Statement”): (1) to approve the Merger Agreement, including the issuance of shares of Home common stock in the Merger as contemplated by the Merger Agreement (the “Share Issuance Proposal”); and (2) to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Share Issuance Proposal (the “Adjournment Proposal”). At the Special Meeting, the Share Issuance Proposal was approved by the affirmative vote of a majority of the outstanding shares of Home common stock entitled to vote at the Special Meeting. Sufficient votes were also received to approve the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Share Issuance Proposal.

There were 142,851,132 shares of Home common stock issued and outstanding on the record date and eligible to be voted at the special meeting and 102,212,910 shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:

(1) The Share Issuance Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 101,681,249 votes for, 373,677 votes against, 157,984 votes abstaining and no broker non-votes.

(2) The Adjournment Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 91,593,905 votes for, 10,386,422 votes against, 232,582 votes abstaining and no broker non-votes.

Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present, but were not treated as votes cast on a proposal. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against the proposal and were not counted in determining the number of votes required for approval.

Item 7.01 Regulation FD Disclosure.

The Registrant hereby furnishes its September 26, 2017 press release announcing the shareholder approvals for the Merger Agreement and its issuance of stock to the Stonegate shareholders and the completion of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated balance sheet of Stonegate as of December 31, 2016, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December 31, 2016, the notes related thereto and the Report of Independent Registered Public Accounting Firm were included in Stonegate’s Annual Report on Form 10-K for the year ended December 31, 2016, filed as Exhibit 99.5 to Home’s Registration Statement on Form S-4/A filed on August 17, 2017 (the “Registration Statement”), and are incorporated by reference herein.

The unaudited consolidated balance sheet of Stonegate as of June 30, 2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the three months and six months ended June 30, 2017 and 2016, and the notes related thereto were included in Stonegate’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed as Exhibit 99.8 to the Registration Statement, and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma combined consolidated balance sheet of Home and Stonegate as of June 30, 2017, unaudited pro forma combined income statements of Home and Stonegate for the year ended December 31, 2016 and for the six months ended June 30, 2017, and the notes related thereto are contained in pages 20 through 27 of the Registration Statement and are incorporated by reference herein.

(d) Exhibits.

Exhibit Number		Description
2.1	—	Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank and Stonegate Bank, dated March  27, 2017 (incorporated by reference to Exhibit 2.1 to Home BancShares’s Current Report on Form 8-K filed on March 27, 2017).*
23.1	—	Consent of Crowe Horwath LLP, Stonegate Bank’s independent public accounting firm.
99.1	—	Press Release: Home BancShares, Inc. Announces Completion of the Acquisition of Stonegate Bank.
99.2	—	Audited consolidated balance sheet of Stonegate Bank as of December  31, 2016, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December  31, 2016, the notes related thereto and the Report of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 99.5 to Home BancShares’s Registration Statement on Form  S-4/A filed on August 17, 2017 (File No. 333-217789)).
99.3	—	Unaudited consolidated balance sheet of Stonegate Bank as of June  30, 2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the three months and six months ended June  30, 2017 and 2016, and the notes related thereto (incorporated by reference to Exhibit 99.8 to Home BancShares’s Registration Statement on Form S-4/A filed on August 17, 2017 (File No. 333-217789)).
99.4	—	Unaudited pro forma combined consolidated balance sheet of Home BancShares, Inc. and Stonegate Bank as of June  30, 2017, unaudited pro forma combined income statements of Home BancShares, Inc. and Stonegate Bank for the year ended December 31, 2016 and for the six months ended June  30, 2017, and the notes related thereto (incorporated by reference to Home BancShares’s Registration Statement on Form S-4/A filed on August  17, 2017 (File No. 333-217789)).

* The disclosure schedules referenced in the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. Home hereby agrees to furnish supplementally a copy of any omitted disclosure schedule to the SEC upon request.

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: September 27, 2017	/s/ Jennifer C. Floyd
	Jennifer C. Floyd
	Chief Accounting Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Current Report on Form 8-K of our report dated March 15, 2017, relating to the consolidated financial statements appearing in the Annual Report on Form 10-K of Stonegate Bank as of and for the year ended December 31, 2016, which is included in the Registration Statement on Form S-4 of Home BancShares, Inc.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida

September 27, 2017

EX-99.1

Exhibit 99.1

For Immediate Release: September 26, 2017

Home BancShares, Inc. Announces

Completion of the Acquisition of Stonegate Bank

Conway, AR – Home BancShares, Inc. (Nasdaq: HOMB) (“Home” or “the Company”), parent company of Centennial Bank (“Centennial”), today announced that its previously announced definitive agreement and plan of merger to acquire Stonegate Bank (NASDAQ: SGBK) (“Stonegate”), dated March 27, 2017 (the “Merger Agreement”), and its issuance of Home common stock to the shareholders of Stonegate in connection with the acquisition were approved by the shareholders of Stonegate and Home, respectively, at separate shareholder meetings held on September 25, 2017. Pursuant to the terms of a previously announced definitive agreement and plan of merger, Stonegate will merge with and into Centennial effective at the close of business today, September 26, 2017.

As of June 30, 2017, Stonegate had approximately $3.13 billion in total assets, $2.44 billion in loans, and $2.62 billion in deposits. With the completion of the acquisition, the Company now operates 76 branches in Arkansas, 89 branches in Florida, six branches in South Alabama and one branch in New York City.

“The completion of the acquisition of Stonegate is a pivotal moment for Home and our Florida footprint; and is another example of our ability to make smart, strategic deals that are immediately accretive to diluted earnings per share, book value and tangible book value,” said John Allison, Chairman of Home. “The combination of Home and Stonegate’s parallel strengths creates an outstanding financial institution with experienced local leadership and talented associates who are ready to serve our valued customers and communities throughout our business footprint. Like our previous mergers, the merger of Stonegate provides added shareholder value on day one while increasing our market share in Florida.”

Dave Seleski, Stonegate’s President & CEO, added, “Stonegate shareholders, employees and customers will benefit from the opportunities provided from these two very high performing franchises coming together. Our customers will gain access to an expanded range of products, backed by a proven history of strong financial performance, while continuing to experience the highest quality of customer service they have grown accustomed to.”

“Centennial Bank welcomes the customers and talented team of bankers of Stonegate and looks forward to the added value this merger will bring to our franchise in Florida,” said Tracy French, President and Chief Executive Officer of Centennial Bank. “It’s business as usual at all Home and Stonegate branches, with the immediate benefit of access to 89 branch locations across Florida for customers of both banks. We expect the integration of Stonegate to be very smooth as the Centennial and Stonegate conversion teams have been working closely together to prepare for the systems integration and conversion process since signing of the definitive agreement.”

Under the terms of the agreement, Home will issue approximately 30,864,029 shares of its common stock valued at approximately $742.3 million as of September 26, 2017, plus approximately $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock. In addition, the holders of outstanding stock options of Stonegate received approximately $27.6 million in cash in cancellation of their options immediately before the merger, for a total transaction value of approximately $820.0 million.

DD&F Consulting Group served as financial advisor and Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. served as legal counsel to Home. Keefe, Bruyette & Woods, Inc. served as financial advisor and Squire Patton Boggs (US) LLP served as legal counsel to Stonegate. Also, RBC Capital Markets, LLC issued a fairness opinion to Home and Hovde Group, LLC issued a fairness opinion to Stonegate.

General

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.”

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 Stonegate, 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 are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. By nature, forward-looking statements involve inherent risk and uncertainties. Investors and security holders are cautioned not to place undue reliance on these statements, which speak only as of the date of this news release. Various factors could cause actual results to differ materially from those contemplated by the forward-looking statements, including, but not limited to, (i) 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 Stonegate operate; (ii) the ability to promptly and effectively integrate the businesses of Home and Stonegate; (iii) the reaction to the transaction of the companies’ customers, employees and counterparties; (iv) the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger; and (v) 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, 2016, filed with the SEC on February 28, 2017.

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FOR MORE INFORMATION CONTACT:

Jennifer C. Floyd

Chief Accounting Officer &

    Investor Relations Officer

Home BancShares, Inc.

(501) 339-2929