EXHIBIT 99.2
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 14, 2012
Simmons First National Corporation
(Exact name of registrant as specified in its charter)
Arkansas |
000-06253 |
71-0407808 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
501 Main Street, Pine Bluff, Arkansas |
71601 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (870) 541-1000
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: |
||
| [ ] | 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 14, 2012, Simmons First National Corporation issued a press release announcing its wholly-owned bank subsidiary, Simmons First National Bank, has entered into a purchase and assumption agreement with loss share arrangements and a separate loan sale agreement with the Federal Deposit Insurance Corporation to purchase approximately $282 million in assets and to assume substantially all of the deposits and other liabilities of Truman Bank of St. Louis, Missouri. Copies of the press release and related supplemental materials are attached as Exhibits 99.1 and 99.2 to this Current Report and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press Release: Simmons First Announces St. Louis Acquisition
Exhibit 99.2. Supplemental materials to Press Release dated September 14, 2012
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.
| Simmons First National Corporation
(Registrant) |
||
| September 14, 2012
(Date) |
/s/ ROBERT A. FEHLMAN
Robert A. Fehlman Executive Vice President and Chief Financial Officer |
| Exhibit Index | ||
Exhibit 99.1. Press Release: Simmons First Announces St. Louis Acquisition
Exhibit 99.2. Supplemental materials to Press Release dated September 14, 2012
EXHIBIT 99.1
PINE BLUFF, Ark., Sept. 14, 2012 (GLOBE NEWSWIRE) -- Simmons First National Corporation (Nasdaq:SFNC) announced today, through its wholly-owned bank subsidiary, Simmons First National Bank ("SFNB"), that it has expanded into the St. Louis, Missouri market by acquiring approximately $282 million in assets of Truman Bank of St. Louis from the Federal Deposit Insurance Corporation (the "FDIC"). Truman Bank was closed today by the Missouri Division of Finance, which appointed the FDIC as receiver.
Of the $282 million in assets acquired, SFNB has entered into a purchase and assumption agreement with the FDIC to purchase $219 million in assets and assume substantially all of the deposits and other liabilities, at a discount of $20.9 million and no deposit premium. The remaining $63 million in assets acquired were through a loan sale agreement with the FDIC, at a 12% discount. The final valuation and purchase price of acquired assets and liabilities will be determined upon completion of appropriate valuation processes.
"This acquisition is the third of several that we anticipate making over the next several years, which is the reason we raised $70.5 million in additional capital in November 2009," said J. Thomas May, Chairman and CEO. "In May 2010 we announced the purchase of Southwest Community Bank in Springfield, Missouri which was a good first step for expanding beyond the borders of Arkansas. In October of the same year we announced the acquisition of Security Savings Bank in Olathe, Kansas with four locations in the Kansas City Metropolitan area, three in Salina, Kansas and two in Wichita, Kansas. Obviously, our expansion into the St. Louis market complements our existing presence in Springfield and Kansas City. Simmons First has built its franchise around a community banking philosophy and this acquisition is a natural extension of that strategy. With this acquisition, Simmons First will be serving its customers from 88 financial centers in 51 communities in three states, including our newly acquired St. Louis locations."
As part of the purchase and assumption agreement, the FDIC and SFNB have entered into a loss share agreement covering approximately $118 million in loans and other real estate. The FDIC will reimburse SFNB for 80% of the losses it incurs on the disposition of loans and foreclosed real estate on all covered assets.
Highlights of the Transaction
This transaction is expected to be immediately accretive to SFNC's net income and diluted earnings per common share. The transaction is expected to be slightly dilutive to tangible book value; however, the earn-back period is anticipated to be approximately six months. Upon completion of the acquisition, SFNC will continue to remain substantially above the threshold for "well capitalized" under regulatory capital standards. Simmons First has a long history of consistent earnings, strong capital and excellent asset quality. No additional capital is required to support this transaction.
The four St. Louis locations will open during normal banking hours on Saturday, September 15, as financial centers of Simmons First National Bank. All former Truman Bank customers will be able to conduct banking business as usual. Depositors of Truman Bank will automatically become depositors of Simmons First National Bank, and deposits will continue to be insured by the FDIC. Depositors may access their accounts as usual through automated teller machine transactions, checks, online banking and debit card transactions. Checks drawn on Truman Bank will continue to be processed, and loan customers should continue to make their customary payments. Customers may continue banking as usual and feel confident that their deposits are secure, now backed by one of the country's strongest and safest financial institutions.
During the transition period, Truman Bank customer accounts will be converted to Simmons First National Bank accounts with customers ultimately enjoying the benefits of Simmons First's extensive selection of products and services. Simmons First Trust Company was named the Largest Trust Company in Arkansas by Arkansas Business, with assets in excess of $2 billion. Simmons First has been nationally proclaimed as having one of the best credit cards in America by Money Magazine, the Wall Street Journal and Kiplinger and was recently recognized as having the best low rate credit card by cardrating.com. Simmons First is also a major provider of merchant services and cash management services.
"We welcome our new customers and associates in St. Louis to the Simmons First family," said May. "Our 109 year old franchise has been built around a community banking philosophy. Our associates are committed to treating the customer the way we want to be treated when we are the customer. This is the same commitment that we will deliver to the customers of the former Truman Bank."
Keefe, Bruyette & Woods acted as financial adviser to SFNC.
Simmons First National Corporation is a $3.6 billion Arkansas based financial holding company with eight community banks in Pine Bluff, Lake Village, Jonesboro, Rogers, Searcy, Russellville, El Dorado and Hot Springs, Arkansas. The Company's eight banks conduct financial operations from 92 offices, of which 88 are financial centers, in 51 communities, including its newly acquired Missouri locations. The Company's common stock trades on the NASDAQ Global Select Market under the symbol "SFNC".
The Simmons First National Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4819
Forward Looking Statements
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 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. Forward-looking statements regarding the Truman Bank transaction are based on currently available information provided to us by the FDIC. Actual results could differ materially after experience with this acquisition. Additional information on factors that might affect Simmons First National Corporation's financial results is included in its Form 10-K filing with the Securities and Exchange Commission.
CONTACT: Stephen R. Lasseigne, VP
Advertising Manager
Simmons First National Corporation
(870) 267-4040