ACQUISITIONS

Southwest Bancorp, Inc.

On October 19, 2017, the Company completed the acquisition of Southwest Bancorp, Inc. (“OKSB”) headquartered in Stillwater, Oklahoma, including its wholly-owned bank subsidiary, Bank SNB. The Company issued 14,488,604 shares of its common stock valued at approximately $431.4 million as of October 19, 2017, plus $94.9 million in cash in exchange for all outstanding shares of OKSB common stock.

Prior to the acquisition, OKSB conducted banking business from 29 branches located in Texas, Oklahoma, Kansas and Colorado. In addition, OKSB owned a loan production office in Denver, Colorado. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $2.7 billion in assets, including approximately $2.0 billion in loans (inclusive of loan discounts) and approximately $2.0 billion in deposits. The Company completed the systems conversion and merged Bank SNB into Simmons Bank in May 2018.

Goodwill of $229.1 million was recorded as a result of the transaction. The acquisition allowed the Company to enter the Texas, Oklahoma, and Colorado banking markets and it also strengthened the Company’s Kansas franchise and its product offerings in the healthcare and real estate industries, all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the OKSB transaction, as of the acquisition date, is as follows:



(In thousands)	Acquired from OKSB			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	79,517		$	—		$	79,517
Investment securities	485,468			(1,295		)	484,173
Loans acquired	2,039,524			(43,071		)	1,996,453
Allowance for loan losses	(26,957		)	26,957			—
Foreclosed assets	6,284			(1,127		)	5,157
Premises and equipment	21,210			5,457			26,667
Bank owned life insurance	28,704			—			28,704
Goodwill	13,545			(13,545		)	—
Core deposit intangible	1,933			40,191			42,124
Other intangibles	3,806			—			3,806
Other assets	33,455			(9,141		)	24,314
Total assets acquired	$	2,686,489		$	4,426		$	2,690,915



Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	485,971	$	—		$	485,971
Interest bearing transaction accounts and savings deposits	869,252		—			869,252
Time deposits	613,345		(2,213		)	611,132
Total deposits	1,968,568		(2,213		)	1,966,355
Securities sold under agreement to repurchase	11,256		—			11,256
Other borrowings	347,000		—			347,000
Subordinated debentures	46,393		—			46,393
Accrued interest and other liabilities	17,440		5,364			22,804
Total liabilities assumed	2,390,657		3,151			2,393,808
Equity	295,832		(295,832		)	—
Total equity assumed	295,832		(295,832		)	—
Total liabilities and equity assumed	$	2,686,489	$	(292,681	)	$	2,393,808
Net assets acquired						297,107
Purchase price						526,251
Goodwill						$	229,144

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the acquisition. Management will continue to review the estimated fair values and evaluate the assumed tax positions. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction over the next few months, within one year of the acquisition. Therefore, adjustments to the estimated amounts and carrying values may occur.

The Company’s operating results for all periods presented include the operating results of the acquired assets and assumed liabilities of OKSB subsequent to the acquisition date.

First Texas BHC, Inc.

On October 19, 2017, the Company completed the acquisition of First Texas BHC, Inc. (“First Texas”) headquartered in Fort Worth, Texas, including its wholly-owned bank subsidiary, Southwest Bank. The Company issued 12,999,840 shares of its common stock valued at approximately $387.1 million as of October 19, 2017, plus $70.0 million in cash in exchange for all outstanding shares of First Texas common stock.

Prior to the acquisition, First Texas operated 15 banking centers, a trust office and a limited service branch in north Texas and a loan production office in Austin, Texas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $2.4 billion in assets, including approximately $2.2 billion in loans (inclusive of loan discounts) and approximately $1.9 billion in deposits. The Company completed the systems conversion and merged Southwest Bank into Simmons Bank in February 2018.

Goodwill of $240.8 million was recorded as a result of the transaction. The acquisition allowed the Company to enter the Texas banking markets and it also strengthened the Company’s specialty product offerings in the area of SBA lending and trust services, all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the First Texas transaction, as of the acquisition date, is as follows:



(In thousands)	Acquired from First Texas			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	59,277		$	—		$	59,277
Investment securities	81,114			(596		)	80,518
Loans acquired	2,246,212			(37,834		)	2,208,378
Allowance for loan losses	(20,864		)	20,664			(200		)
Premises and equipment	24,864			10,123			34,987
Bank owned life insurance	7,190			—			7,190
Goodwill	37,227			(37,227		)	—
Core deposit intangible	—			7,328			7,328
Other assets	18,263			11,485			29,748
Total assets acquired	$	2,453,283		$	(26,057	)	$	2,427,226

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	74,410		$	—		$	74,410
Interest bearing transaction accounts and savings deposits	1,683,298			—			1,683,298
Time deposits	124,233			(283		)	123,950
Total deposits	1,881,941			(283		)	1,881,658
Securities sold under agreement to repurchase	50,000			—			50,000
Other borrowings	235,000			—			235,000
Subordinated debentures	30,323			589			30,912
Accrued interest and other liabilities	11,727			1,669			13,396
Total liabilities assumed	2,208,991			1,975			2,210,966
Equity	244,292			(244,292		)	—
Total equity assumed	244,292			(244,292		)	—
Total liabilities and equity assumed	$	2,453,283		$	(242,317	)	$	2,210,966
Net assets acquired							216,260
Purchase price							457,103
Goodwill							$	240,843

The Company’s operating results for all periods presented include the operating results of the acquired assets and assumed liabilities of First Texas subsequent to the acquisition date.

Summary of Unaudited Pro forma Information

The unaudited pro forma information below for the years ended December 31, 2017 and 2016 gives effect to the OKSB and First Texas acquisitions as if the acquisitions had occurred on January 1, 2016. Pro forma earnings for the year ended December 31, 2017 were adjusted to exclude $9.4 million of acquisition-related costs, net of tax, incurred by Simmons during 2017. The pro forma financial information is not necessarily indicative of the results of operations if the acquisitions had been effective as of this date.



(In thousands, except per share data)	2017		2016
Revenue⁽¹⁾	$	654,358	$	620,461
Net income	$	130,947	$	136,199
Diluted earnings per share	$	1.43	$	1.52

_________________________________________

(1) Net interest income plus non-interest income.

Consolidated year-to-date 2017 results included approximately $29.2 million of revenue and $10.5 million of net income attributable to the OKSB acquisition and $27.6 million of revenue and $5.7 million of net income attributable to the First Texas acquisition.

Hardeman County Investment Company, Inc.

On May 15, 2017, the Company completed the acquisition of Hardeman County Investment Company, Inc. (“Hardeman”), headquartered in Jackson, Tennessee, including its wholly-owned bank subsidiary, First South Bank. The Company issued 1,599,940 shares of its common stock valued at approximately $42.6 million as of May 15, 2017, plus $30.0 million in cash in exchange for all outstanding shares of Hardeman common stock.

Prior to the acquisition, Hardeman conducted banking business from 10 branches located in western Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $462.9 million in assets, including approximately $251.6 million in loans (inclusive of loan discounts) and approximately $389.0 million in deposits. The Company completed the systems conversion and merged First South Bank into Simmons Bank in September 2017. As part of the systems conversion, five existing Simmons Bank and First South Bank branches were consolidated or closed.

Goodwill of $29.4 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the western Tennessee market, and the Company will be able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions, all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Hardeman transaction, as of the acquisition date, is as follows:



(In thousands)	Acquired from Hardeman			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	8,001		$	—		$	8,001
Interest bearing balances due from banks - time	1,984			—			1,984
Investment securities	170,654			(285		)	170,369
Loans acquired	257,641			(5,992		)	251,649
Allowance for loan losses	(2,382		)	2,382			—
Foreclosed assets	1,083			(452		)	631
Premises and equipment	9,905			1,258			11,163
Bank owned life insurance	7,819			—			7,819
Goodwill	11,485			(11,485		)	—
Core deposit intangible	—			7,840			7,840
Other intangibles	—			830			830
Other assets	2,639			(1		)	2,638
Total assets acquired	$	468,829		$	(5,905	)	$	462,924



Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	76,555	$	—		$	76,555
Interest bearing transaction accounts and savings deposits	214,872		—			214,872
Time deposits	97,917		(368		)	97,549
Total deposits	389,344		(368		)	388,976
Securities sold under agreement to repurchase	17,163		—			17,163
Other borrowings	3,000		—			3,000
Subordinated debentures	6,702		—			6,702
Accrued interest and other liabilities	1,891		1,924			3,815
Total liabilities assumed	418,100		1,556			419,656
Equity	50,729		(50,729		)	—
Total equity assumed	50,729		(50,729		)	—
Total liabilities and equity assumed	$	468,829	$	(49,173	)	$	419,656
Net assets acquired						43,268
Purchase price						72,639
Goodwill						$	29,371

During 2018, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities.

The Company’s operating results for all periods presented include the operating results of the acquired assets and assumed liabilities of Hardeman subsequent to the acquisition date.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisitions above.

Cash and due from banks and time deposits due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

Foreclosed assets – These assets are presented at the estimated present values that management expects to receive when the properties are sold, net of related costs of disposal.

Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.

Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off.

Core deposit intangible – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Core deposit intangible established prior to the acquisitions, if applicable, was written off.

Other intangibles – Other intangible assets represent the value of the relationships that Hardeman had with its insurance customers and the mortgage servicing rights acquired with OKSB. The fair value of Hardeman’s insurance customer relationships was estimated based on a combination of discounted cash flow methodology and a market valuation approach. Other intangibles established prior to the acquisitions, if applicable, were written off.

Other assets – The fair value adjustment results from certain assets whose value was estimated to be less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.

Securities sold under agreement to repurchase – The carrying amount of securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.

FHLB and other borrowings – The fair value of Federal Home Loan Bank and other borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities. Due to the floating rate nature of the debenture, the fair value approximates book value as of the date acquired.

Accrued interest and other liabilities – The adjustment establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition.