ARKANSAS
|
6022
|
71-0407808
|
(State or other jurisdiction of
|
(Primary standard industrial
|
(I.R.S. employer
|
incorporation or organization)
|
classification code number)
|
identification no.)
|
PATRICK A. BURROW
|
JOHN S. SELIG
|
Quattlebaum, Grooms, Tull & Burrow PLLC
|
WALTER E. MAY
|
111 Center Street, Suite 1900
|
Mitchell, Williams, Selig, Gates &
|
Little Rock, Arkansas 72201
|
Woodyard, P.L.L.C.
|
Telephone: (501) 379-1700
|
425 W. Capitol Avenue, Suite 1800
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Facsimile: (501) 379-3815
|
Little Rock, Arkansas 72201
|
Telephone: (501) 688-8800
|
|
Facsimile: (501) 688-8807
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Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Title of Each
|
Amount Being
|
Proposed Maximum
|
Proposed Maximum
|
Amount of
|
Class of Securities
|
Registered (1)
|
Offering Price
|
Aggregate
|
Registration
|
Being Registered
|
Per Share
|
Offering Price (2)
|
Fee (3)
|
|
Class A Common Stock,
|
||||
$0.01 Par Value
|
1,750,000
|
N/A
|
$44,033,000
|
$5,672
|
(1)
|
Represents the maximum number of shares of common stock of Simmons First National Corporation (“Simmons”) that may be issued as consideration of the merger described herein between Simmons and Delta Trust & Banking Corporation.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act. The maximum aggregate offering price is the sum of the product of $393.17 (the book value per share of Delta Trust common stock on June 30, 2014) and 111,994.
|
(3)
|
Determined in accordance with Section 6(b) of the Securities Act and Rule 457(f)(2) thereunder at a rate equal to $128.80 per $1.0 million of the proposed aggregate offering price, or 0.0001288 multiplied by the proposed maximum aggregate offering price.
|
Proxy Statement
|
Prospectus
|
|
|
Simmons
Common Stock
(NASDAQ-GS:
SFNC)
|
Implied Value of
One Share of
Delta Trust
Common Stock
|
Value of the Cash
Consideration for
One Share of
Delta Trust
Common Stock
|
||||||||||
At March 21, 2014
|
$ | 37.61 | $ | 569.52 | $ | 545.14 | ||||||
At
[
·
]
, 2014
|
$ | $ | $ | 545.14 |
|
·
|
a proposal to approve the Agreement and Plan of Merger, or merger agreement, dated as of March 24, 2014, by and between Delta Trust & Banking Corporation, or Delta Trust, and Simmons First National Corporation, or Simmons, pursuant to which Delta Trust will merge with and into Simmons, as more fully described in the attached proxy statement/prospectus, which we refer to as the Delta Trust merger proposal; and
|
|
·
|
a proposal to adjourn the Delta Trust special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Delta Trust merger proposal, which we refer to as the Delta Trust adjournment proposal.
|
|
BY ORDER OF THE BOARD OF DIRECTORS,
|
QUESTIONS AND ANSWERS
|
1
|
SUMMARY
|
6
|
SELECTED CONSOLIDATED FINANCIAL DATA OF SIMMONS
|
15
|
RISK FACTORS
|
17
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
24
|
DELTA TRUST SPECIAL SHAREHOLDERS’ MEETING
|
25
|
INFORMATION ABOUT SIMMONS
|
26
|
INFORMATION ABOUT DELTA TRUST
|
28
|
THE MERGER
|
31
|
THE AGREEMENT AND PLAN OF MERGER
|
50
|
ACCOUNTING TREATMENT
|
57
|
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
|
57
|
DESCRIPTION OF SIMMONS’ CAPITAL STOCK
|
60
|
COMPARISON OF CERTAIN RIGHTS OF SHAREHOLDERS
|
60
|
LEGAL MATTERS
|
62
|
EXPERTS
|
62
|
WHERE YOU CAN FIND MORE INFORMATION
|
63
|
ANNEX A:
|
AGREEMENT AND PLAN OF MERGER
|
ANNEX B:
|
OPINION OF COMMERCE STREET CAPITAL, LLC TO DELTA TRUST BOARD OF DIRECTORS
|
ANNEX C:
|
TITLE 4, CHAPTER 27, SUBCHAPTER 13 OF THE ARKANSAS CODE ANNOTATED—DISSENTERS’ RIGHTS FOR DELTA TRUST
|
Q:
|
What is the proposed transaction?
|
A:
|
Delta Trust will merge into Simmons. As a result, Delta Trust will cease to exist and Delta Trust shareholders will exchange their Delta Trust common stock for cash, shares of Simmons common stock, or a combination of both.
|
Q:
|
What do I need to do now?
|
A:
|
Whether or not you plan to attend the special meeting of Delta Trust shareholders, please vote your proxy promptly by indicating on the enclosed proxy card how you want to vote and fill out your election form according to its instructions. Please sign and mail the proxy card and the election form in the enclosed return envelope as soon as possible so that your shares may be represented at the special meeting of shareholders and so that we may know the amount of each type of consideration you wish to receive. If your proxy is properly given and not revoked without indicating how you want to vote, your proxy will be counted as a vote in favor of the merger agreement between Delta Trust and Simmons. If you don’t vote on the merger agreement or if you abstain, the effect will be a vote against the merger agreement.
|
|
You are invited to the special meeting of shareholders to vote your shares in person. If you do vote your proxy, you can take back your proxy at any time until shareholders vote at the special meeting of shareholders and either change your vote or attend the special meeting and vote in person.
|
|
You may change your vote in any of the following ways:
|
|
·
|
by sending written notice to the Secretary of Delta Trust, c/o Simmons First Trust Company,
N. A., P. O. Box 7009, Pine Bluff, Arkansas 71611, Attention: Corporate Trust, prior to the special meeting stating that you would like to revoke your proxy;
|
|
·
|
by completing, signing and dating another proxy card bearing a later date and returning it by mail to Simmons First Trust Company, N.A. prior to the special meeting; or
|
|
·
|
by attending the special meeting
and
voting in person.
|
Q:
|
What is the purpose of this proxy statement/prospectus?
|
A:
|
This document serves as Delta Trust’s proxy statement and as Simmons’ prospectus. As a proxy statement, this document is being provided to Delta Trust shareholders because Delta Trust’s board of directors is soliciting their proxy to vote to approve the merger agreement. As a prospectus, this document is being provided to Delta Trust shareholders by Simmons because Simmons is offering them shares of Simmons common stock, in addition to cash, in exchange for their shares of Delta Trust common stock if the merger is completed, as possible consideration for the merger.
|
Q:
|
Is there other information I should consider?
|
A:
|
Yes. Much of the business and financial information about Simmons that may be important to you is not included directly in this document. Instead, this information is incorporated into this document by reference to documents separately filed by Simmons with the SEC. This means that Simmons may satisfy its disclosure obligations to you by referring you to one or more documents separately filed by it with the SEC. See “Where You Can Find More Information” for a list of documents that Simmons has incorporated by reference into this proxy statement/prospectus and for instructions on how to obtain copies of these documents. The documents are available to you without charge.
|
Q:
|
In addition to the Delta Trust merger proposal, what else are Delta Trust shareholders being asked to vote on?
|
A:
|
In addition to the Delta Trust merger proposal, Delta Trust is soliciting proxies from its shareholders with respect to a proposal to adjourn the Delta Trust special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Delta Trust merger proposal, which we refer to as the Delta Trust adjournment proposal.
|
Q:
|
What will I receive in connection with the merger?
|
A:
|
If the merger is completed, Delta Trust shareholders, except for Delta Trust shareholders who properly exercise their rights to dissent from the merger, will receive 15.1428 shares of Simmons common stock, or the Stock Consideration, for each share of Delta Trust common stock, which we refer to as the default election, unless the shareholder makes an optional election to receive all cash, or a combination of cash and Simmons common stock, which we refer to as an optional election. The value of the Stock Consideration to be received for each share of Delta Trust stock under the default election, as of March 21, 2014, the last trading day prior to the public announcement of the merger, was $569.52 and the value, as of [
·
], 2014, was $[
·
]. The value of the Cash Consideration to be received for each share of Delta common stock is fixed at $545.14 and is referred to as the Cash Consideration.
|
|
Delta Trust and Simmons have agreed that the total merger consideration to be paid by Simmons to the Delta Trust shareholders will be no less than 1,416,667 and no more than 1,695,898 shares of Simmons common stock and up to $10,052,331 in cash, subject to adjustment as discussed below. The aggregate number of shares of Simmons common stock to be issued is dependent on the amount of cash that Delta Trust shareholders elect to receive. If no Delta Trust shareholders elect to receive cash, the merger consideration will consist solely of 1,695,898 shares of Simmons common stock. Alternatively, if Delta Trust shareholders make elections to receive all of the $10,052,331 available as Cash Consideration, the merger consideration will consist of $10,052,331 in cash and 1,416,667 shares of Simmons common stock. If Delta Trust shareholders make elections to receive less than all of the available Cash Consideration, the merger consideration will consist of the amount of cash and the aggregate number of shares of Simmons common stock so elected.
|
Q:
|
How will the merger affect stock options and warrants?
|
A
:
|
Delta Trust stock options and warrants will be settled for cash immediately prior to the closing of the merger, based on the difference between $545.14 (the per-share Cash Consideration) and the exercise price of each option or warrant.
|
A:
|
Delta Trust’s board of directors unanimously recommends that you vote “FOR” the Delta Trust merger proposal and “FOR” the Delta Trust adjournment proposal.
|
Q:
|
What constitutes a quorum for the Delta Trust special meeting?
|
A:
|
The presence at the Delta Trust special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Delta Trust common stock entitled to vote at the Delta Trust special meeting will constitute a quorum.
|
Q:
|
What is the vote required to approve each proposal at the Delta Trust special meeting?
|
A:
|
Delta Trust merger proposal
:
|
|
Effect of abstentions and broker non-votes:
If you mark “ABSTAIN” on your proxy card, or fail to instruct your bank or broker how to vote, with respect to the Delta Trust adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you are a “street name” holder and fail to either submit a proxy card entirely or vote in person at the Delta Trust special meeting, it will have no effect on such proposal.
|
Q:
|
What are the tax consequences of the merger to me?
|
A:
|
The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, or the Code, and it is a condition to the respective obligations of Simmons and Delta Trust to complete the merger that each of Simmons and Delta Trust receives a legal opinion to that effect. Accordingly, if you exchange your shares of Delta Trust common stock solely for Simmons common stock, you likely will not recognize any gain or loss (except with respect to the cash you receive instead of a fractional share) for U.S. federal income tax purposes. If you exchange your shares of Delta Trust common stock solely for cash, you likely will recognize gain or loss on the exchange. If you exchange your shares of Delta Trust common stock for a combination of Simmons common stock and cash, you should recognize gain, but not loss, on the exchange to the extent of the lesser of cash received or gain realized in the exchange. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger.”
|
|
This tax treatment may not apply to all Delta Trust shareholders. You should consult your own tax advisor for a full understanding of the merger’s tax consequences that are particular to you.
|
Q:
|
Are Simmons shareholders required to approve the merger?
|
A:
|
No, Simmons shareholders are not required to approve the merger.
|
Q:
|
Am I entitled to dissenters’ rights?
|
A:
|
Yes. Delta Trust shareholders who do not vote in favor of the Delta Trust merger proposal and follow certain procedural steps will be entitled to dissenters’ rights under Sections 4-27-1301 to 4-27-1331 of the Arkansas Business Corporation Act, or ABCA, provided they take the steps required to perfect their rights thereunder. For further information, see “The Merger—Dissenters’ Rights.” In addition, a copy of Sections 4-27-1301 to 4-27-1331 of the ABCA is attached as Annex C to this proxy statement/prospectus.
|
Q:
|
Should I send in my Delta Trust stock certificates now?
|
A:
|
No. Delta Trust shareholders SHOULD NOT send in any stock certificates now. Following completion of the merger you will be sent a letter of transmittal with instructions on how to submit your Delta Trust stock certificates in order to receive the merger consideration to which you are entitled. See “The Agreement and Plan of Merger—Exchange of Certificates.”
|
Q:
|
Why have I been sent an election form?
|
A:
|
If the merger agreement is approved and the merger is completed, unless you exercise your right to dissent from the merger, each share of Delta Trust common stock held by you will be converted into the right to receive 15.1428 shares of Simmons common stock, by default. However, you may elect to receive all cash or a percentage of cash and Simmons common stock by making an optional election. If you make an optional election, the amount of cash, the number of shares of Simmons common stock, or both, will be subject to proration if the amount of cash available as merger consideration is oversubscribed. In all instances, cash will be paid in lieu of any remaining fractional interest in a share of Simmons common stock. The election form is the document provided to you to select the amount of each type of consideration you wish to receive.
|
Q:
|
What happens if I do not send in my election form?
|
A:
|
If you do not respond on or prior to [●], 2014 and the merger is approved and consummated, you will receive consideration of 15.1428 shares of Simmons common stock in exchange for each of your shares of Delta Trust common stock, unless you properly exercise dissenter’s rights. See “The Merger – Dissenter’s Rights”.
|
Q:
|
What happens if I miss the election deadline?
|
A:
|
Missing the election deadline is the same as not responding – you will receive consideration of 15.1428 shares of Simmons common stock in exchange for each of your shares of Delta Trust common stock, unless you properly exercise dissenter’s rights. The election deadline is 5:00 p.m., Central Time, on [●], 2014.
|
Q:
|
Am I guaranteed to receive what I ask for on the election form?
|
A:
|
If you make the default election, you will receive 15.1428 shares of Simmons common stock for each share of Delta Trust, subject to the payment of cash for any fractional shares of Simmons common stock you would be entitled to receive. If you make an optional election to receive all cash or a combination of cash and Simmons common stock, then you are not guaranteed to receive the form of consideration you elect. If the total of all of the optional elections request more than $10,052,331 in cash, then the amount of cash and Simmons common stock to be received by Delta Trust shareholders who made optional elections will be adjusted on a pro rata basis so that, in the aggregate, $10,052,331 in cash and 1,416,667 shares of Simmons common stock will be issued as merger consideration.
As a result, if you make an optional election regarding your consideration, you may not receive the combination of cash and/or shares you elected, based on the choices made by other Delta Trust shareholders.
|
Q:
|
What if I choose not to read the documents incorporated by reference?
|
A:
|
Information contained in a document that is incorporated into this proxy statement by reference is part of this proxy statement, unless it is superseded by information contained directly in this proxy statement or in documents filed by Simmons with the SEC after the date of this proxy statement. Information that is incorporated from another document is considered to have been disclosed to you whether or not you choose to read the document.
|
Q:
|
When do you expect to complete the merger?
|
A:
|
Simmons and Delta Trust expect to complete the merger in the third quarter of 2014. However, Simmons and Delta Trust cannot assure you of when or if the merger will be completed. Simmons and Delta Trust must first obtain the approval of Delta Trust’s shareholders for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.
|
Q:
|
Whom do I contact if I have questions about the merger?
|
A:
|
If you have more questions about the merger, you should contact:
|
Simmons First National Corporation Pending Acquisitions
|
||||||||||||||
(in thousands)
|
As of March 31, 2014 | |||||||||||||
Announcement
|
Institution to be Acquired
|
Markets Served
|
Assets
|
Loans
|
Deposits
|
|||||||||
May 6, 2014
|
Community First Bancshares, Inc.
|
Tennessee
|
$ | 1,937,830 | $ | 1,121,124 | $ | 1,589,878 | ||||||
May 27, 2014
|
Liberty Bancshares, Inc.
|
Southwest Missouri
|
1,062,256 | 809,159 | 885,096 |
Number of shares of common stock of Delta Trust outstanding on [
·
], 2014
|
[
·
]
|
Number of votes necessary to approve the merger agreement
|
[
·
]
|
Percentage of outstanding shares of Delta Trust common stock necessary to approve the merger agreement
|
>50.00%
|
Number of votes that executive officers and directors of Delta Trust can cast as of [
·
], 2014
|
[
·
]
|
Percentage of votes that executive officers and directors of Delta Trust can cast as of [
·
], 2014
|
[
·
]%
|
|
·
|
The results that could be obtained by Delta Trust by continuing to operate independently, and the likely benefits to its shareholders, compared with the value of the merger consideration being offered by Simmons.
|
|
·
|
Information concerning the business, financial condition, results of operations and prospects of Simmons, including the recent earning performance and dividend payment history of Simmons and the liquidity of the Simmons common stock.
|
|
·
|
The terms of the merger agreement and the structure of the merger, including the fact that Delta Trust’s shareholders have the option to elect to receive some or all of the merger consideration in cash, subject to certain proration requirements.
|
|
·
|
The expectation that the merger will generally be a tax-free transaction to Delta Trust shareholders to the extent Delta Trust’s shareholders receive Simmons common stock under the merger agreement.
|
|
·
|
The current and prospective economic, competitive and regulatory environment facing Delta Trust in particular and independent community banking institutions in general.
|
|
·
|
The likelihood that the merger would enable Delta Trust to better serve its customers as a result of being affiliated with a larger, more diversified banking institution such as Simmons, therefore affording access to greater financial and managerial resources and a broader array of potential products, services and technologies.
|
|
·
|
The consummation of the merger will allow Simmons to offer additional strategically important financial services, insurance services and full service securities brokerage, not currently offered.
|
|
·
|
The ability to enhance existing product lines in trust service, wealth management and mortgage banking.
|
|
·
|
The high quality of Delta Trust’s banking operations.
|
|
·
|
The compatibility of the business philosophy of Delta Trust and Simmons.
|
|
·
|
Delta Trust’s attractive loan and deposit customer base.
|
|
·
|
The high quality of Delta Trust’s management and employees.
|
|
·
|
The financial attractiveness of the acquisition to Simmons, including the expected lack of a material impact on 2014 earnings per share and the expected accretive impact on 2015 earnings per share.
|
Shares of Delta Trust stock beneficially owned by Delta Trust executive officers and directors on [
·
], 2014
|
[
·
]
|
The number of shares of Simmons common stock that may be received in the merger by Delta Trust executive officers and directors based upon a default election and this beneficial ownership
|
[
·
]
|
|
·
|
shareholders of Delta Trust approving the merger agreement and merger;
|
|
·
|
the absence of any governmental order blocking completion of the merger, or of any proceedings by a government body trying to block it; and
|
|
·
|
receipt of opinions of legal counsel to Simmons that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that Simmons and Delta Trust will each be a party to that reorganization.
|
|
·
|
If the Delta Trust shareholders fail to approve the merger agreement.
|
|
·
|
The merger is not completed on or before September 30, 2014, provided that such deadline may be extended to December 31, 2014 if one of the reasons that the merger has not been completed is failure to obtain a required regulatory approval.
|
|
·
|
If the other party violates, in a significant way, any of its representations, warranties, covenants or obligations contained in the merger agreement.
|
|
·
|
If the price of Simmons common stock falls outside of a pre-determined range, as described in “The Agreement and Plan of Merger – Walkway Counteroffers;
|
|
·
|
If Simmons’ counsel cannot give the opinions required by the merger agreement.
|
As of or for the
Three Months Ended
March 31,
|
Years Ended December 31
|
|||||||||||||||||||||||||||
(Dollars and shares in thousands, except per share data)
|
2014
|
2013
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||
Income statement data:
|
||||||||||||||||||||||||||||
Net interest income
|
$ | 41,545 | $ | 30,075 | $ | 130,850 | $ | 113,517 | $ | 108,660 | $ | 101,949 | $ | 97,727 | ||||||||||||||
Provision for loan losses
|
908 | 919 | 4,118 | 4,140 | 11,676 | 14,129 | 10,316 | |||||||||||||||||||||
Net interest income after provision for loan losses
|
40,637 | 29,156 | 126,732 | 109,377 | 96,984 | 87,820 | 87,411 | |||||||||||||||||||||
Non-interest income
|
9,198 | 11,313 | 40,616 | 48,371 | 53,465 | 77,874 | 52,711 | |||||||||||||||||||||
Non-interest expense
|
44,551 | 31,912 | 134,812 | 117,733 | 114,650 | 111,263 | 104,722 | |||||||||||||||||||||
Income before taxes
|
5,284 | 8,557 | 32,536 | 40,015 | 35,799 | 54,431 | 35,400 | |||||||||||||||||||||
Provision for income taxes
|
932 | 2,620 | 9,305 | 12,331 | 10,425 | 17,314 | 10,190 | |||||||||||||||||||||
Net income
|
$ | 4,352 | $ | 5,937 | $ | 23,231 | $ | 27,684 | $ | 25,374 | $ | 37,117 | $ | 25,210 | ||||||||||||||
Per share data:
|
||||||||||||||||||||||||||||
Basic earnings
|
$ | 0.27 | $ | 0.36 | $ | 1.42 | $ | 1.64 | $ | 1.47 | $ | 2.16 | $ | 1.75 | ||||||||||||||
Diluted earnings
|
0.27 | 0.36 | 1.42 | 1.64 | 1.47 | 2.15 | 1.74 | |||||||||||||||||||||
Diluted core earnings (non-GAAP)
(1)
|
0.46 | 0.37 | 1.69 | 1.59 | 1.45 | 1.51 | 1.74 | |||||||||||||||||||||
Book value
|
24.93 | 24.62 | 24.89 | 24.55 | 23.70 | 23.01 | 21.72 | |||||||||||||||||||||
Tangible book value (non-GAAP)
(2)
|
19.23 | 20.73 | 19.10 | 20.66 | 20.09 | 19.36 | 18.07 | |||||||||||||||||||||
Dividends
|
0.22 | 0.21 | 0.84 | 0.80 | 0.76 | 0.76 | 0.76 | |||||||||||||||||||||
Basic average common shares outstanding
|
16,270 | 16,516 | 16,339 | 16,909 | 17,309 | 17,204 | 14,375 | |||||||||||||||||||||
Diluted average common shares outstanding
|
16,310 | 16,520 | 16,352 | 16,911 | 17,318 | 17,265 | 14,466 | |||||||||||||||||||||
Balance sheet data at period end:
|
||||||||||||||||||||||||||||
Assets
|
$ | 4,396,647 | $ | 3,543,561 | $ | 4,383,100 | $ | 3,527,489 | $ | 3,320,129 | $ | 3,316,432 | $ | 3,093,322 | ||||||||||||||
Investment securities
|
1,041,589 | 680,678 | 957,965 | 687,483 | 697,656 | 613,662 | 646,915 | |||||||||||||||||||||
Total loans
|
2,367,777 | 1,849,359 | 2,404,935 | 1,922,119 | 1,737,844 | 1,915,064 | 1,874,989 | |||||||||||||||||||||
Allowance for loan losses
|
26,983 | 27,735 | 27,442 | 27,882 | 30,108 | 26,416 | 25,016 | |||||||||||||||||||||
Goodwill & other intangible assets
|
93,048 | 64,229 | 93,878 | 64,365 | 62,184 | 63,068 | 62,374 | |||||||||||||||||||||
Non-interest bearing deposits
|
838,050 | 592,442 | 718,438 | 576,655 | 532,259 | 428,750 | 363,154 | |||||||||||||||||||||
Deposits
|
3,707,048 | 2,892,664 | 3,697,567 | 2,874,163 | 2,650,397 | 2,608,769 | 2,432,172 | |||||||||||||||||||||
Long-term debt
|
116,970 | 81,646 | 117,090 | 89,441 | 89,898 | 133,394 | 128,894 | |||||||||||||||||||||
Subordinated debt & trust preferred
|
20,620 | 20,620 | 20,620 | 20,620 | 30,930 | 30,930 | 30,930 | |||||||||||||||||||||
Stockholders’ equity
|
406,672 | 406,454 | 403,832 | 406,062 | 407,911 | 397,371 | 371,247 | |||||||||||||||||||||
Tangible stockholders’ equity (non-GAAP)
(2)
|
313,624 | 342,225 | 309,954 | 341,697 | 345,727 | 334,303 | 308,873 | |||||||||||||||||||||
Capital ratios at period end:
|
||||||||||||||||||||||||||||
Stockholders’ equity to total assets
|
9.25 | % | 11.47 | % | 9.21 | % | 11.51 | % | 12.29 | % | 11.98 | % | 12.00 | % | ||||||||||||||
Tangible common equity to tangible assets (non-GAAP)
(3)
|
7.29 | 9.84 | 7.23 | 9.87 | 10.61 | 10.28 | 10.19 | |||||||||||||||||||||
Tier 1 leverage ratio
|
8.21 | 10.83 | 9.22 | 10.81 | 11.86 | 11.33 | 11.64 | |||||||||||||||||||||
Tier 1 risk-based ratio
|
13.36 | 19.63 | 13.02 | 19.08 | 21.58 | 20.05 | 17.91 | |||||||||||||||||||||
Total risk-based capital ratio
|
14.45 | 20.88 | 14.10 | 20.34 | 22.83 | 21.30 | 19.17 | |||||||||||||||||||||
Dividend payout
|
81.48 | 59.15 | 59.15 | 48.78 | 51.70 | 35.35 | 43.68 |
As of or for the
Three Months Ended
March 31,
|
Years Ended December 31
|
|||||||||||||||||||||||||||
(Dollars in thousands, except per share data)
|
2014
|
2013
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||
Annualized performance ratios:
|
||||||||||||||||||||||||||||
Return on average assets
|
0.40 | % | 0.68 | % | 0.64 | % | 0.83 | % | 0.77 | % | 1.19 | % | 0.85 | % | ||||||||||||||
Return on average equity
|
4.31 | 5.89 | 5.33 | 6.77 | 6.25 | 9.69 | 8.26 | |||||||||||||||||||||
Return on average tangible equity (non-GAAP)
(2) (4)
|
5.87 | 7.09 | 6.36 | 8.05 | 7.54 | 11.71 | 10.61 | |||||||||||||||||||||
Net interest margin
(5)
|
4.54 | 4.01 | 4.21 | 3.93 | 3.85 | 3.78 | 3.78 | |||||||||||||||||||||
Efficiency ratio
(6)
|
72.81 | 73.49 | 71.28 | 70.17 | 67.86 | 65.28 | 65.69 | |||||||||||||||||||||
Balance sheet ratios:
(7)
|
||||||||||||||||||||||||||||
Nonperforming assets as a percentage of period-end assets
|
1.59 | % | 1.20 | % | 1.69 | % | 1.29 | % | 1.18 | % | 1.12 | % | 1.12 | % | ||||||||||||||
Nonperforming loans as a percentage of period-end loans
|
0.70 | 0.74 | 0.53 | 0.74 | 1.02 | 0.83 | 1.35 | |||||||||||||||||||||
Nonperforming assets as a percentage of period-end loans & OREO
|
3.81 | 2.63 | 4.10 | 2.74 | 2.44 | 2.18 | 1.83 | |||||||||||||||||||||
Allowance/to nonperforming loans
|
215.97 | 236.81 | 297.89 | 231.62 | 186.14 | 190.17 | 98.81 | |||||||||||||||||||||
Allowance for loan losses as a percentage of period-end loans
|
1.52 | 1.75 | 1.57 | 1.71 | 1.91 | 1.57 | 1.33 | |||||||||||||||||||||
Net charge-offs (recoveries) as a percentage of average loans
|
0.32 | 0.27 | 0.27 | 0.40 | 0.49 | 0.71 | 0.58 | |||||||||||||||||||||
As of or for the
Three Months Ended
March 31,
|
Years Ended December 31
|
|||||||||||||||||||||||||||
(Dollars and shares in thousands, except per share data)
|
2014
|
2013
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||
Stockholders’ equity
|
$ | 406,672 | $ | 406,454 | $ | 403,832 | $ | 406,062 | $ | 407,911 | $ | 397,371 | $ | 371,247 | ||||||||||||||
Less: Intangible assets
|
||||||||||||||||||||||||||||
Goodwill
|
78,529 | 60,605 | 78,906 | 60,605 | 60,605 | 60,605 | 60,605 | |||||||||||||||||||||
Other intangibles
|
14,519 | 3,624 | 14,972 | 3,760 | 1,579 | 2,463 | 1,769 | |||||||||||||||||||||
Tangible stockholders’ equity (non-GAAP)
|
$ | 313,624 | $ | 342,225 | $ | 309,954 | $ | 341,697 | $ | 345,727 | $ | 334,303 | $ | 308,873 | ||||||||||||||
Book value per share
|
$ | 24.93 | $ | 24.62 | $ | 24.89 | $ | 24.55 | $ | 23.70 | $ | 23.01 | $ | 21.72 | ||||||||||||||
Tangible book value per share (non-GAAP)
|
19.23 | 20.73 | 19.10 | 20.66 | 20.09 | 19.36 | 18.07 | |||||||||||||||||||||
Shares outstanding
|
16,311 | 16,510 | 16,226 | 16,543 | 17,212 | 17,272 | 17,094 | |||||||||||||||||||||
|
·
|
incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business;
|
|
·
|
using inaccurate estimates and judgments to evaluate credit, investment securities operations, management and market risks with respect to the target institution or assets;
|
|
·
|
intense competition from other banking organizations and other acquirers for acquisitions;
|
|
·
|
potential exposure to unknown or underestimated contingent liabilities of banks and businesses we acquire;
|
|
·
|
the time and expense required to integrate the operations and personnel of the combined businesses;
|
|
·
|
experiencing higher operating expenses relative to operating income from the new operations;
|
|
·
|
creating an adverse short-term effect on our results of operations;
|
|
·
|
losing key employees and customers as a result of an acquisition that is poorly received;
|
|
·
|
significant problems relating to the conversion of the financial and customer data of the acquired entity;
|
|
·
|
inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the acquisition;
|
|
·
|
diversion of our management’s attention and resources;
|
|
·
|
integration of acquired customers into our financial and customer product systems; or
|
|
·
|
risks of impairment to goodwill or other than temporary impairment.
|
|
·
|
Simmons may not have sufficient earnings since Simmons’ primary source of income as Simmons currently operates, the payment of dividends to Simmons by Simmons’ subsidiary banks, is subject to federal and state laws that limit the ability of those banks to pay dividends;
|
|
·
|
Federal Reserve Board policy requires bank holding companies to pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition; and
|
|
·
|
Simmons’ board of directors may determine that, even though funds are available for dividend payments, retaining the funds for internal uses, such as expansion of our operations, is a better strategy.
|
|
·
|
inability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Delta Trust shareholders, on the expected terms and schedule;
|
|
·
|
delay in closing the merger;
|
|
·
|
difficulties and delays in integrating the business of Delta Trust and/or the pending acquisitions with Simmons, or fully realizing cost savings and other benefits;
|
|
·
|
business disruption following the proposed transactions;
|
|
·
|
diversion of management time on issues relating to the merger;
|
|
·
|
changes in asset quality and credit risk;
|
|
·
|
the inability to sustain revenue and earnings growth;
|
|
·
|
changes in interest rates and capital markets;
|
|
·
|
inflation;
|
|
·
|
customer borrowing, repayment, investment and deposit practices;
|
|
·
|
customer disintermediation;
|
|
·
|
the introduction, withdrawal, success and timing of business initiatives;
|
|
·
|
competitive conditions;
|
|
·
|
economic conditions;
|
|
·
|
changes in Simmons’ stock price before closing, including as a result of the financial performance of Simmons or Delta Trust prior to closing;
|
|
·
|
the reaction to the transactions of the companies’ customers, employees and counterparties;
|
|
·
|
the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board, the OCC, the United States Department of Treasury, the Arkansas State Bank Department, and legislative and regulatory actions and reforms; and
|
|
·
|
failure to consummate or delay in consummating the merger for any other reason.
|
|
·
|
a proposal to approve the Agreement and Plan of Merger, dated as of March 24, 2014, by and between Simmons and Delta Trust pursuant to which Delta Trust will merge with and into Simmons as more fully described in this proxy statement/prospectus, which we refer to as the Delta Trust merger proposal; and
|
|
·
|
a proposal to adjourn the Delta Trust special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Delta Trust merger proposal, which we refer to as the Delta Trust adjournment proposal.
|
|
·
|
sending written notice to the Secretary of Delta Trust, c/o Simmons First Trust Company, N.A., P. O. Box 7009, Pine Bluff, Arkansas 71611, Attention: Corporate Trust, prior to the special meeting stating that you would like to revoke your proxy;
|
|
·
|
completing, signing and dating another proxy card bearing a later date and returning it by mail to Simmons First Trust Company prior to the special meeting; or
|
|
·
|
attending the special meeting
and
voting in person.
|
Year
|
Fair Value on Acquisition Date
(in thousands)
|
|||||||||||||
Acquired
|
Acquired Bank
|
Markets Served
|
Assets
|
Loans
|
Deposits
|
|||||||||
2013
|
Metropolitan National Bank
|
Central/Northwest Arkansas
|
$ | 883,664 | $ | 457,372 | $ | 837,507 | ||||||
2012
|
Excel Bank of Sedalia, MO
|
Central Missouri, Kansas City and St. Louis metropolitan areas
|
180,536 | 99,299 | 168,592 | |||||||||
2012
|
Truman Bank of St. Louis, MO
|
St. Louis, Missouri
|
253,174 | 130,536 | 228,553 | |||||||||
2010
|
Security Savings Bank, FSB
|
Kansas City metropolitan area, Wichita and Salina, Kansas
|
457,639 | 219,158 | 338,237 | |||||||||
2010
|
Southwest Community Bank
|
Springfield, Missouri
|
101,990 | 40,177 | 97,340 | |||||||||
Announcement
|
As of March 31, 2014
(in thousands)
|
|||||||||||||
Date
|
Institution to be Acquired
|
Markets Served
|
Assets
|
Net Loans
|
Deposits
|
|||||||||
May 6, 2014
|
Community First Bancshares, Inc.
|
Tennessee
|
$ | 1,937,830 | $ | 1,105,113 | $ | 1,589,878 | ||||||
May 27, 2014
|
Liberty Bancshares, Inc.
|
Southwest Missouri
|
1,062,256 | 797,859 | 885,097 |
($ in thousands)
|
March 31, 2014
|
|||
Tier 1 capital:
|
||||
Stockholders’ equity
|
$
|
41,938
|
||
Goodwill and core deposit premiums
|
(974
|
)
|
||
Unrealized loss on available-for-sale securities, net of income taxes
|
345
|
|||
Total Tier 1 capital
|
41,309
|
|||
Tier 2 capital:
|
||||
Qualifying allowance for loan losses
|
4,101
|
|||
Total Tier 2 capital
|
4,101
|
|||
Total risk-based capital
|
$
|
45,410
|
||
Risk weighted assets
|
$
|
326,088
|
||
Assets for leverage ratio
|
$
|
438,618
|
||
Ratios at end of period:
|
||||
Tier 1 leverage ratio
|
9.42
|
%
|
||
Tier 1 risk-based capital ratio
|
12.67
|
%
|
||
Total risk-based capital ratio
|
13.93
|
%
|
||
Minimum guidelines:
|
||||
Tier 1 leverage ratio
|
4.00
|
%
|
||
Tier 1 risk-based capital ratio
|
4.00
|
%
|
||
Total risk-based capital ratio
|
8.00
|
%
|
||
Well capitalized guidelines:
|
||||
Tier 1 leverage ratio
|
5.00
|
%
|
||
Tier 1 risk-based capital ratio
|
6.00
|
%
|
||
Total risk-based capital ratio
|
10.00
|
%
|
Name of Shareholder
|
No. of Shares of Delta Trust owned pre-merger
(1)
|
Percent of common stock owned pre-merger
(2)
|
Directors and Officers:
|
||
J. French Hill (Director, Chairman & CEO)
|
[
·
]
|
[
·
]
|
George O’Connor (Director)
|
[
·
]
|
[
·
]
|
Monty Scott (Director)
|
[
·
]
|
[
·
]
|
Carroll Penick (President)
|
[
·
]
|
[
·
]
|
All directors and executive officers as a group (4 persons)
|
[
·
]
|
[
·
]
|
5% Shareholders:
|
||
Thomas R. Pugh, Jr.
|
[
·
]
|
[
·
]
|
Robert LaRoche, Trustee
|
[
·
]
|
[
·
]
|
Stephen L. LaFrance, Sr.
|
[
·
]
|
[
·
]
|
|
•
|
a review of, and the Delta Trust board of directors’ understanding of, the historical financial statements and condition of Delta Trust and certain other internal information, primarily financial in nature, relating to the respective businesses, earnings and balance sheets of Delta Trust;
|
|
•
|
the business strategy and strategic plan of Delta Trust, and the expectations relating to the proposed merger, based on discussions with management of Simmons;
|
|
•
|
a review of the risks and prospects of Delta Trust remaining independent, including the challenges to maintaining a small community bank subsidiary in the prevailing financial and regulatory climate versus aligning Delta Trust with a well-capitalized, well-run larger organization;
|
|
•
|
the board of directors’ views of the current and prospective state of the financial services industry, including the current economic environment in the markets in which Delta Trust operates, the interest rate environment, increased competition in the financial services industry, and the regulatory environment in which Delta Trust and its subsidiary bank operate;
|
|
•
|
the potential advantages and disadvantages of the type, mix and amount of the Merger Consideration, its premium to book value of Delta Trust common stock, and comparability with respect to premiums paid in comparable transactions;
|
|
•
|
the possibility of merging with other potential acquirers and the merger consideration which could reasonably be expected from other potential acquirers with apparent ability to consummate the acquisition of Delta Trust;
|
|
•
|
the Delta Trust board of directors’ understanding of Simmons’ business, operations, financial condition, asset quality, earnings and prospects, as well as the complementary geographic footprints of the two organizations, and the complementary nature of the cultures of the two organizations, which Delta Trust’s management believes should facilitate integration of the two organizations and allow the combined organization to take advantage of the synergies potentially available in the merger to create the opportunity for the combined organization to have superior future earnings and prospects compared to Delta Trust’s earnings and prospects on a stand-alone basis;
|
|
•
|
the diversification of credit risk in terms of both types of lending and geographic coverage and the minimal overlapping credits;
|
|
•
|
the relative financial strength of Simmons as a merger partner compared to other potential acquirers based on Simmons’ historical revenues and revenue expectations over the near and long term;
|
|
•
|
the ability of Simmons to pay the Merger Consideration;
|
|
•
|
the ability of Simmons to complete a merger transaction from a financial and regulatory perspective;
|
|
•
|
the Delta Trust board of directors’ belief that the merger is likely to increase value to Delta Trust shareholders in part due to the opportunity Delta Trust shareholders who receive Stock Consideration will have to participate in the future performance of the combined organization resulting from the merger;
|
|
•
|
the understanding that the Stock Consideration (15.1428 shares of Simmons common stock per share) and the Cash Consideration ($545.14 per share) each were fixed and would not fluctuate;
|
|
•
|
the historical prices of Delta Trust’s common stock, the lack of liquidity in Delta Trust’s common stock due to the fact that Delta Trust is a private company and the fact that the Merger Consideration represented a premium of approximately 54 percent to the book value per share of Delta Trust common stock on December 31, 2013;
|
|
•
|
the current and historical market prices of Simmons’ common stock and Simmons’ dividend history, which indicate the potential to provide Delta Trust shareholders with increased value following the merger, including a significant quarterly dividend payment;
|
|
•
|
the geographic fit and increased customer convenience of the branch networks of the combined entity;
|
|
•
|
the anticipated effect of the acquisition on Delta Trust’s employees;
|
|
•
|
the continuity provided by Simmons’ longstanding history of serving many of the same customers and communities served by Delta Trust;
|
|
•
|
the financial analyses presented by Commerce Street, Delta Trust’s financial advisor, and the oral opinion of Commerce Street delivered on March 21, 2014, subsequently confirmed by a written opinion dated March 21, 2014, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Commerce Street’s opinion, the acquisition of Delta Trust by Simmons in accordance with the provisions of the merger agreement was fair, from a financial point of view, to Delta Trust shareholders, as more fully described below under “The Merger—Opinion of Delta Trust’s Financial Advisor” and which opinion is included as Annex B to this proxy statement/prospectus;
|
|
•
|
the financial and other terms of the merger agreement, including the Merger Consideration, tax treatment and deal protection and termination fee provisions, which the board of directors’ reviewed with its outside financial and legal advisors, including:
|
|
•
|
the ability of the board of directors, subject to certain conditions, including the payment of a termination fee under certain circumstances, to exercise its fiduciary duties to consider potential superior alternative transactions and to change its recommendation to Delta Trust’s shareholders to approve the merger agreement;
|
|
•
|
that the date in the merger agreement by which the merger must be completed allows for sufficient time to complete the merger but evidences Simmons’ intent to consummate the merger expeditiously; and
|
|
•
|
the level of effort that Simmons must use under the merger agreement to obtain required regulatory approvals, and the prospects for such approvals being obtained in a timely fashion and without the imposition of a burdensome condition of the type described in “The Merger—Regulatory Approvals Required for the Merger” on page 55;
|
|
•
|
that Delta Trust shareholders are entitled to dissenters’ rights in connection with the merger;
|
|
•
|
the review by the Delta Trust board of directors with its legal advisor of the provisions of the merger agreement, including the provisions of the merger agreement designed to enhance the probability that the merger will be completed;
|
|
•
|
the Delta Trust board of directors’ review and discussions with Delta Trust’s management and outside advisors concerning the due diligence examination of the operations, financial condition, regulatory compliance, regulatory compliance programs and prospects of Simmons;
|
|
•
|
the terms of the merger agreement, including the representations and warranties of the parties, the covenants, the consideration, the termination provision, the benefits to Delta Trust’s employees and the circumstances under which the Delta Trust board of directors may consider a superior proposal;
|
|
•
|
the increased legal lending limit available to borrowers by reason of the merger;
|
|
•
|
the likelihood of expeditiously obtaining the necessary regulatory approvals without unusual or burdensome conditions;
|
|
•
|
the long-term and short-term interest of Delta Trust and its shareholders, the interests of the employees, customers, creditors and suppliers of Delta Trust, and community and societal considerations including those of the communities in which Delta Trust maintains offices;
|
|
•
|
Delta Trust’s legal advisors’ expectation that the merger will qualify as a transaction of a type that is generally tax-free for United States federal income tax purposes to Delta Trust, Simmons and Delta Trust shareholders who receive the Stock Consideration; and
|
|
•
|
the opportunities for cost savings resulting from economies of scale, increased efficiencies of operations and the development and availability of new products and services to customers that are derived from a merger with a larger institution.
|
|
•
|
that Delta Trust will no longer exist as an independent company and that Delta Trust shareholders may have less influence with Simmons after consummation of the merger than they may have with Delta Trust currently;
|
|
•
|
the potential adverse effect on Delta Trust shareholders from a decrease in the trading price of Simmons common stock during the pendency of the merger, because the Stock Consideration is based on an exchange ratio that is fixed if the price of Simmons common stock remains within a specified range;
|
|
•
|
the risk that, while Delta Trust expects that the merger will be consummated, all conditions to the parties’ obligations to complete the merger agreement may not be satisfied, including the risk that certain regulatory approvals, the receipt of which are conditions to the consummation of the merger, might not be obtained, or that a burdensome condition may be imposed in connection with such approval, and, as a result, the merger may not be consummated;
|
|
•
|
the risk that potential benefits and synergies sought in the merger may not be realized or may not be realized within the expected time period, and the risks associated with the integration of Delta Trust and Simmons;
|
|
•
|
the restrictions on the conduct of Delta Trust’s business prior to the consummation of the merger, which are customary for merger agreements of this type that involve financial institutions, but which, subject to specific exceptions, could delay or prevent Delta Trust from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Delta Trust absent the pending consummation of the merger;
|
|
•
|
the significant risks and costs involved in connection with entering into and consummating the merger, or failing to consummate the merger in a timely manner, or at all, including as a result of any failure to obtain required regulatory approvals, such as the risks and costs relating to diversion of management and employee attention, potential employee attrition, and the potential adverse effect on business and customer relationships;
|
|
•
|
that Delta Trust would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement, and the possibility that the $3.5 million termination fee payable by Delta Trust following the termination of the merger agreement under certain circumstances could discourage other potential acquirers from making a competing bid to acquire Delta Trust; and
|
|
•
|
the possibility of litigation in connection with the merger.
|
Aggregate Transaction Ratios:
|
||||||||
Transaction Value to December 31, 2013 Book Value
|
$ | 41,356 | 1.48 | x | ||||
Transaction Value to December 31, 2013 Tangible Book Value
|
$ | 40,373 | 1.51 | x | ||||
Transaction Value to December 31, 2013 LTM Earnings
|
$ | 4,264 | 14.3 | x | ||||
Transaction Value to December 31, 2013 Assets
|
$ | 437,162 | 14.0 | % | ||||
Transaction Value to December 31, 2013 Deposits
|
$ | 376,016 | 16.2 | % | ||||
Transaction Value to December 31, 2013 Core Deposits
|
$ | 322,672 | 6.6 | % |
|
·
|
the merger agreement;
|
|
·
|
certain historical financial and operating data of Delta Trust for the period ended December 31, 2009 through December 31, 2013;
|
|
·
|
certain historical financial and operating data of Simmons for the period ended December 31, 2012 through December 31, 2013;
|
|
·
|
the Regulatory Call Reports of Delta Trust as of December 31, 2013 and December 31, 2012;
|
|
·
|
the Regulatory Call Reports of Simmons as of December 31, 2013 and December 31, 2012;
|
|
·
|
the December 31, 2013 Uniform Bank Performance Report (the “UBPR”) for Delta Trust;
|
|
·
|
publicly available terms of certain transactions involving organizations comparable to Delta Trust and Simmons and the consideration received for such organizations;
|
|
·
|
certain publicly available information concerning the business of the Delta Trust and Simmons, and of certain other companies engaged in businesses comparable to Delta Trust and Simmons, and the reported prices for certain other companies’ securities deemed comparable;
|
|
·
|
the results of an analysis of Delta Trust’s normalized earnings; and
|
|
·
|
other such factors as we have deemed appropriate.
|
|
·
|
the historical and current financial positions and results of operations of Simmons and Delta Trust, including interest income, interest expense, net interest income, net interest margin, provision for loan losses, non-interest income, non-interest expense, earnings, dividends, internal capital generation, book value, intangible assets, return on assets, return on shareholders’ equity, capitalization, the amount and type of non-performing assets, loan losses and the reserve for loan losses, all as set forth in available financial statements;
|
|
·
|
the assets and liabilities of Simmons and Delta Trust, including the loan and investment portfolios, deposits, other liabilities, historical and current liability sources and costs and liquidity; and
|
|
·
|
the nature and terms of certain merger and acquisition transactions involving banks deemed comparable by Commerce Street.
|
|
·
|
price to book value,
|
|
·
|
price to tangible book value,
|
|
·
|
price to earnings,
|
|
·
|
price to assets
|
|
·
|
price to deposits, and
|
|
·
|
tangible premium to core deposits
|
Buyer
|
State
|
Seller
|
State
|
CBTCO Bancorp
|
NE
|
Bradley Bancorp
|
NE
|
CNB Financial Corporation
|
PA
|
FC Banc Corp.
|
OH
|
Community Bank Holdings of Texas, Inc.
|
TX
|
Mineral Wells Bancshares, Inc.
|
TX
|
Croghan Bancshares, Inc.
|
OH
|
Indebancorp
|
OH
|
Eastern Bank Corporation
|
MA
|
Centrix Bank & Trust
|
NH
|
First Federal Bancshares of Arkansas, Inc.
|
AR
|
First National Security Company
|
AR
|
Glacier Bancorp, Inc.
|
MT
|
Wheatland Bankshares, Inc.
|
WY
|
HaleCo Bancshares, Incorporated
|
TX
|
LubCo Bancshares, Inc.
|
TX
|
Heritage Financial Corporation
|
WA
|
Valley Community Bancshares, Inc.
|
WA
|
Horizon Bancorp
|
IN
|
SCB Bancorp, Inc.
|
MI
|
HV Bancorp, Inc.
|
PA
|
Victory Bancorp, Inc.
|
PA
|
IBERIABANK Corporation
|
LA
|
Teche Holding Company
|
LA
|
Independent Bancshares, Inc.
|
MN
|
Fergus Falls Bancshares, Inc.
|
MN
|
Independent Bank Group, Inc.
|
TX
|
BOH Holdings, Inc.
|
TX
|
Independent Bank Group, Inc.
|
TX
|
Live Oak Financial Corp.
|
TX
|
Lakeland Bancorp, Inc.
|
NJ
|
Somerset Hills Bancorp
|
NJ
|
Midwest Community Bancshares, Inc.
|
IL
|
First Southern Bancshares, Inc.
|
IL
|
New Century Bancorp, Inc.
|
NC
|
Select Bancorp, Inc.
|
NC
|
Old Florida Bancshares, Inc.
|
FL
|
New Traditions National Bank
|
FL
|
Old National Bancorp
|
IN
|
Tower Financial Corporation
|
IN
|
Old National Bancorp
|
IN
|
United Bancorp, Inc.
|
MI
|
Olney Bancshares of Texas, Inc.
|
TX
|
Town and Country Bancshares, Inc.
|
TX
|
Overton Financial Corporation
|
TX
|
First National Bank of Canton
|
TX
|
Pacific Premier Bancorp, Inc.
|
CA
|
San Diego Trust Bank
|
CA
|
Penns Woods Bancorp, Inc.
|
PA
|
Luzerne National Bank Corporation
|
PA
|
Peoples Financial Services Corp.
|
PA
|
Penseco Financial Services Corporation
|
PA
|
Pinnacle Bancorp, Inc.
|
NE
|
New West Bank of Colorado, Inc.
|
CO
|
Salisbury Bancorp, Inc.
|
CT
|
Riverside Bank
|
NY
|
Security Financial Services Corporation
|
WI
|
Bloomers Bancshares, Inc.
|
WI
|
Strategic Growth Bank Incorporated
|
TX
|
New Mexico Banquest Corporation
|
NM
|
Comparable Transaction Median Multiple
|
Implied Value Per Share
|
|||||||
Transaction Value to December 31, 2013 Stated Book Value
|
1.39 | x | $ | 491.59 | ||||
Transaction Value to December 31, 2013 Tangible Book Value
|
1.45 | x | $ | 513.26 | ||||
Transaction Value to December 31, 2013 LTM Earnings
|
16.79 | x | $ | 639.12 | ||||
Transaction Value to December 31, 2013 Assets
|
14.18 | % | $ | 553.51 | ||||
Transaction Value to December 31, 2013 Deposits
|
17.28 | % | $ | 580.00 | ||||
Transaction Value to December 31, 2013 Core Deposits
|
6.06 | % | $ | 528.41 |
Comparable Transaction Median Multiple
|
Implied Value Per Share
|
|||||||
Transaction Value to December 31, 2013 Stated Book Value
|
1.25 | x | $ | 441.88 | ||||
Transaction Value to December 31, 2013 Tangible Book Value
|
1.29 | x | $ | 454.98 | ||||
Transaction Value to December 31, 2013 LTM Earnings
|
14.4 | x | $ | 546.78 | ||||
Transaction Value to December 31, 2013 Assets
|
12.3 | % | $ | 479.34 | ||||
Transaction Value to December 31, 2013 Deposits
|
15.6 | % | $ | 522.42 | ||||
Transaction Value to December 31, 2013 Core Deposits
|
3.6 | % | $ | 458.98 |
Comparable Transaction Median Multiple
|
Implied Value Per Share
|
|||||||
Transaction Value to December 31, 2013 Stated Book Value
|
1.18 | x | $ | 417.17 | ||||
Transaction Value to December 31, 2013 Tangible Book Value
|
1.22 | x | $ | 432.60 | ||||
Transaction Value to December 31, 2013 LTM Earnings
|
13.9 | x | $ | 529.50 | ||||
Transaction Value to December 31, 2013 Assets
|
10.5 | % | $ | 409.14 | ||||
Transaction Value to December 31, 2013 Deposits
|
13.0 | % | $ | 436.31 | ||||
Transaction Value to December 31, 2013 Core Deposits
|
2.9 | % | $ | 437.95 |
|
·
|
no company or transaction used in the comparison is identical to Delta Trust,
|
|
·
|
the stocks of publicly-held banking organizations in the United States may be more liquid than Delta Trust’s common stock,
|
|
·
|
certain nonfinancial characteristics for the publicly-traded United States banking organizations vary substantially from Simmons’s and Delta Trust’s comparable nonfinancial characteristics, and
|
|
·
|
the average financial performance of publicly-held United States banking organizations varies, sometimes significantly, from Simmons’s and Delta Trust’s performance.
|
|
·
|
the consummation of the merger will allow Simmons to offer additional strategically important financial services, insurance services and full service securities brokerage, not currently offered;
|
|
·
|
the ability to enhance existing product lines in trust service, wealth management and mortgage banking;
|
|
·
|
the high quality of Delta Trust’s banking operations;
|
|
·
|
the compatibility of the business philosophy of Delta Trust and Simmons;
|
|
·
|
Delta Trust’s attractive loan and deposit customer base;
|
|
·
|
the high quality of Delta Trust’s management and employees; and
|
|
·
|
the financial attractiveness of the acquisition to Simmons, including the expected lack of a material impact on 2014 earnings per share and the expected accretive impact on 2015 earnings per share.
|
Name
|
Option/Warrant Terminations
|
SERP
|
Severance
|
Total
|
||||||||||||
J. French Hill
|
$ | 1,519,325 | (1) | $ | 422,325 | (2) | $ | 987,500 | (3) | $ | 2,929,150 | |||||
J. Carroll Penick
|
$ | 171,930 | (4) | n/a | $ | 178,500 | (5) | $ | 350,430 |
(1)
|
Mr. Hill owns stock options and stock warrants representing the right to purchase 6,143 shares of Delta Trust common stock. On termination of Mr. Hill’s options and warrants in connection with the merger, Mr. Hill will be paid the indicated aggregate amount, which equals the difference between $545.14 (the per-share Cash Consideration) and the exercise price of each option or warrant.
|
(2)
|
The Delta Trust supplemental executive retirement plan will terminate at the time of the merger, and Mr. Hill will receive a cash payment equal to the accrued value of his account.
|
(3)
|
Delta Trust entered into an Amended Employment Agreement with Mr. Hill dated September 5, 2013, as amended, that provides that in the event of a change of control and termination of his employment, he is entitled to receive a cash payment equal to two and one-half (2.5) times the highest annual salary and bonus received by him during any year prior to the change in control. Severance payments under Mr. Hill’s employment agreement will be due only if he ceases for any reason to be employed by Simmons within a period of two years immediately following the closing of the merger. It is currently anticipated that Mr. Hill will remain employed by Simmons following the merger, and thus will be entitled to the indicated severance payment only if that employment later terminates.
|
(4)
|
Mr. Penick owns stock options and stock warrants representing the right to purchase 642 shares of Delta Trust common stock. On termination of Mr. Penick’s options and warrants in connection with the merger, Mr. Penick will be paid the indicated aggregate amount, which equals the difference between $545.14 (the per-share Cash Consideration) and the exercise price of each option or warrant.
|
(5)
|
Delta Trust entered into an Employment Agreement with Mr. Penick dated August 24, 1999 that provides that in the event of a change of control, he is entitled to receive a cash payment equal to one (1.0) times his base salary.
|
|
·
|
notify Delta Trust in writing prior to the vote on the merger agreement that such shareholder intends to demand payment for his or her shares of Delta Trust common stock if the merger is completed; and
|
|
·
|
not vote such shares of Delta Trust common stock in favor of the merger agreement.
|
|
·
|
state where the Delta Trust shareholders must send demand for payment of their shares of Delta Trust stock if the merger is completed and where and when Delta Trust stock certificates must be deposited;
|
|
·
|
inform holders of uncertificated shares of Delta Trust common stock to what extent transfer of the shares will be restricted after the demand for payment is received;
|
|
·
|
supply a form for demanding payment that includes the date of the first announcement of the merger agreement to news media or to shareholders and requires the dissenting shareholder to certify whether or not he or she or, if a nominee asserting dissenters’ rights on behalf of a beneficial shareholder, the beneficial shareholder acquired beneficial ownership before that date;
|
|
·
|
set a date by which Simmons must receive the demand for payment, which date may not be fewer than 30 nor more than 60 days after the date the dissenters’ notice is delivered; and
|
|
·
|
be accompanied by a copy of Subchapter 13 of the ABCA.
|
|
·
|
Delta Trust’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year and the latest available interim financial statements, if any;
|
|
·
|
a statement of Simmons’ estimate of the fair value of the shares of Delta Trust common stock;
|
|
·
|
an explanation of how the interest was calculated;
|
|
·
|
a statement of the dissenting shareholder’s right to demand payment under Section 4-27-1328 of the ABCA; and
|
|
·
|
a copy of Subchapter 13 of the ABCA.
|
|
·
|
the dissenting shareholder believes that the amount paid under Section 4-27-1325 or offered under Section 4-27-1327 of the ABCA is less than the fair value of the shareholder’s shares of Delta Trust common stock or that the interest due is incorrectly calculated;
|
|
·
|
Simmons fails to make payment within 60 days after the date set forth demanding payment; or
|
|
·
|
Simmons, having failed to complete the merger, does not return the deposited certificates or release the transfer restrictions imposed on the uncertificated shares of Delta Trust common stock within 60 days after the date set for demanding payment.
|
|
·
|
against Simmons or in favor of any and all dissenting shareholders if the court finds that Simmons did not substantially comply with the requirements of Sections 4-27-1320 through 4-27-1328 of the ABCA; or
|
|
·
|
against either Simmons or a dissenting shareholder, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by Subchapter 13 of the ABCA.
|
|
·
|
approval of the merger agreement by Delta Trust shareholders;
|
|
·
|
receipt of the required regulatory approvals, including approval by the Federal Reserve and the Arkansas State Bank Department;
|
|
·
|
the absence of any legal prohibition to completion of the merger;
|
|
·
|
the accuracy of the parties’ representations and performance of the parties’ obligations under the merger agreement; and
|
|
·
|
receipt of the required tax opinion.
|
|
·
|
the merger is not completed on or before September 30, 2014, provided that such deadline may be extended to December 31, 2014 if one of the reasons that the merger has not been completed is failure to obtain a required regulatory approval, provided that the party seeking to terminate the merger agreement has not caused, through action or inaction, the failure of the merger to be completed; or
|
|
·
|
the other party materially breaches its representations or covenants set forth in the merger agreement and fails to cure that breach within 60 days after notice; or
|
|
·
|
the Delta Trust shareholders fail to approve the merger agreement; or
|
|
·
|
prior to the approval of the merger agreement by the Delta Trust shareholders, Delta Trust has received a competing offer or in light of other circumstances, the Delta Trust board of directors has determined that the merger agreement must be terminated to comply with its fiduciary duties to the Delta Trust shareholders and Delta Trust has paid to Simmons a termination fee in the amount of $3,500,000; or
|
|
·
|
such party has the right to terminate the agreement due to the movement of the price of Simmons common stock and the other party fails to timely give notice of the acceptance of a price adjustment; or
|
|
·
|
if Quattlebaum, Grooms, Tull & Burrow PLLC cannot give the opinions required by the merger agreement.
|
|
·
|
corporate matters, including due organization and qualification and subsidiaries;
|
|
·
|
capitalization;
|
|
·
|
authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;
|
|
·
|
required governmental and other regulatory filings and consents and approvals in connection with the merger and the operation of its business;
|
|
·
|
reports, registrations and statements filed with regulatory authorities;
|
|
·
|
financial statements;
|
|
·
|
books and records and absence of undisclosed liabilities;
|
|
·
|
the absence of certain changes or events;
|
|
·
|
tax matters;
|
|
·
|
legal proceedings;
|
|
·
|
employee benefit matters;
|
|
·
|
ownership of properties;
|
|
·
|
labor-management relations;
|
|
·
|
broker’s fees payable in connection with the merger;
|
|
·
|
the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents;
|
|
·
|
SEC reports;
|
|
·
|
environmental liabilities;
|
|
·
|
compliance with applicable laws, rules or regulations; and
|
|
·
|
loan portfolios.
|
|
·
|
declaring or paying any dividends on, or making other distributions in respect of, any of its capital stock during any period, other than dividends or distributions consistent with historic practices;
|
|
·
|
issuing or acquiring its capital stock other than for the issuance of common stock upon the exercise or fulfillment of rights, options or warrants issued or existing pursuant to the Delta Trust option plan or Delta warrant plan, all to the extent outstanding and in existence on the date of the merger agreement and in accordance with their terms as of such date;
|
|
·
|
issuing any options, warrants or other securities convertible into or exchangeable for its capital stock;
|
|
·
|
hiring additional staff, except hourly rate personnel, seasonal part time staff or staff to fill vacancies;
|
|
·
|
entering into any employment contracts, paying any bonus to or increasing the rate of compensation of any directors, officers or employees, except consistent with historic practices;
|
|
·
|
adopting or amending any employee benefit plan or compensation arrangement, except as otherwise requested or approved by Simmons;
|
|
·
|
substantially modifying the manner in which it conducts business including amending its articles of incorporation or bylaws;
|
|
·
|
acquiring any material assets or business, outside the ordinary course of business;
|
|
·
|
acquiring any investment securities, other than U.S. Treasury securities, Arkansas municipal securities, U.S. Agency securities which are traditional fixed rate debt securities;
|
|
·
|
acquiring any shares of Simmons common stock, except in a fiduciary capacity;
|
|
·
|
changing its methods of accounting in effect at December 31, 2013, except as requested by Simmons or required by changes in generally accepted accounting principles or regulatory accounting principles;
|
|
·
|
taking any action which would or is reasonably likely to adversely affect the ability of either party to obtain the required regulatory approvals, adversely affect Delta Trust’s ability to perform its covenants in the merger agreement, or in any of the conditions to the merger set forth in the merger agreement not being satisfied;
|
|
·
|
entering into any loan or series of loans to a single borrower or related group of borrowers in an original principal amount in excess of $250,000;
|
|
·
|
disposing of any other real estate owned or other properties acquired in foreclosure, having a book value in excess of $100,000 or which would incur a loss in excess of $50,000;
|
|
·
|
disposing of any assets, properties or other rights or agreements having a value in excess of $25,000, other than properties acquired in foreclosure or in the ordinary collections of debts; or
|
|
·
|
to apply for and obtain all consents and approvals required to complete the merger;
|
|
·
|
to afford to the other party and its representatives access to certain of such party’s information concerning its business, properties and personnel as the other party may reasonably request; and
|
|
·
|
to use its best efforts to comply with any legal requirements to complete the merger.
|
|
·
|
tax-exempt organizations;
|
|
·
|
financial institutions, insurance companies and broker-dealers or persons who have elected to use the mark-to-market method of accounting with respect to their securities holdings;
|
|
·
|
persons who acquired their shares of Delta Trust common stock through the exercise of employee stock options, through a benefit plan or otherwise in a compensatory transaction;
|
|
·
|
shareholders who are not U.S. persons within the meaning of the Internal Revenue Code or that have a functional currency other than the U.S. dollar; or
|
|
·
|
shareholders who exercise their dissenters’ rights.
|
|
·
|
the amount of cash received or
|
|
·
|
the amount by which the sum of the amount of cash received and the fair market value at the effective time of the Simmons common stock received exceeds the holder’s adjusted tax basis in the shares of Delta Trust common stock exchanged in the merger.
|
|
·
|
Article ELEVENTH contains a restriction upon the ability of a shareholder owning more than 10% of the Simmons common stock to acquire any additional shares except through a cash tender offer at a price not less than the highest closing price of Simmons common stock during the most recent 24 months, unless such shareholder is excepted from the application of the Article by the board of directors prior to becoming a 10% shareholder. Further, Article ELEVENTH requires the approval of 80% of the shareholders of Simmons for any acquisition of Simmons by merger or consolidation or by asset acquisition unless approved by the affirmative vote of 80% of the directors who were in office prior to the proponent of the acquisition acquiring 10% or more of Simmons common stock.
|
|
·
|
Article THIRTEENTH of the Articles of Incorporation of Simmons requires the Board to consider the following matters in addition to any other matters required to be considered prior to making any recommendation concerning a proposed business combination in which Simmons will not be the surviving corporation: 1) the impact on Simmons, its subsidiaries, shareholders and employees and the communities served by Simmons, 2) the timeliness of the proposed transaction considering the business climate and strategic plans of Simmons, 3) the existence of any legal defects or regulatory issues involved in the proposed transaction, 4) the possibility of non-consummation of the transaction due to lack of financing, regulatory issues or identified issues, 5) current market price of Simmons common stock and its consolidated assets, 6) book value of Simmons common stock, 7) the relationship of the offered price for Simmons common stock to the Board’s opinion of the current value of Simmons in a negotiated transaction, 8) the relationship of the offered price for Simmons common stock to the Board’s opinion of the future value of Simmons as an independent entity, and 9) such other criteria as the Board may determine is appropriate.
|
|
·
|
Article FOURTEENTH requires the affirmative vote of 80% of the shareholders to amend, repeal or modify any provision of the Articles of Incorporation unless such revision is approved by 80% of the directors who were in office prior to the proponent of any business combination acquiring 10% or more of Simmons common stock.
|
Common Stock
|
Authorized Shares
|
Par Value per Share
|
||
Delta Trust
|
200,000
|
|
$1.00
|
|
Simmons
|
60,000,000
|
|
$0.01
|
|
Preferred Stock
|
Authorized Shares
|
Par Value per Share
|
||
Delta Trust
|
5,000,000
|
|
$0.01
|
|
Simmons
|
40,040,000
|
|
$0.01
|
|
If to DTBC and DTB, to: |
DELTA TRUST & BANKING CORPORATION
Attn: J. French Hill
100 Morgan Keegan Drive, Suite 310
Little Rock, Arkansas 72202
Telecopy: (501) 907-2299
|
|
With a Copy to: |
MITCHELL, WILLIAMS, SELIG, GATES
& WOODYARD, P.L.L.C.
Attn: John Selig
425 West Capitol Ave., Suite 1800
Little Rock, Arkansas 72201
Telecopy: (501) 688-8807
|
|
If to SFNC, to: |
SIMMONS FIRST NATIONAL CORPORATION
George A. Makris, Jr., Chairman & CEO
501 Main Street
Pine Bluff, Arkansas 71601
Telecopy: (870) 850-2605
|
|
With a Copy to: |
QUATTLEBAUM, GROOMS, TULL & BURROW PLLC
ATTN: Patrick A. Burrow
111 Center St., Suite 1900
Little Rock, Arkansas 72201
Telecopy: (501) 379-3815
|
SIMMONS FIRST NATIONAL CORPORATION | |
By
/s/George A. Makris, Jr.
George A. Makris, Jr., Chairman &
Chief Executive Officer
|
|
DELTA TRUST & BANKING CORPORATION | |
By
/s/ J. French Hill
J. French Hill, Chairman & Chief
Executive Officer
|
Delta Trust & Banking Corporation
Little Rock, Arkansas
Fairness Opinion as of March 21, 2014
|
This report represents our interpretation and analysis of information either furnished by the company or companies described herein, or by their agents, or generally available to the public. We believe that our sources of information are reliable. However, Commerce Street Capital, LLC has made no independent verification of such information and cannot guarantee its accuracy or completeness of the information. Under no circumstances is this information or this report to be considered as an offering prospectus or as an offer or solicitation with respect to the purchase or sale of any particular security. This material is not to be reproduced in whole or in part without specific permission in writing from Commerce Street Capital, LLC.
|
March 21, 2014
|
|
Commerce Street Capital, LLC
|
1 |
By: | /s/ Dory Wiley | |
Dory Wiley CPA CFA CVA RIA
|
||
President & CEO
|
Commerce Street Capital, LLC
|
2 |
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of March 24, 2014, by and between Simmons First National Corporation and Delta Trust & Banking Corporation (attached as Annex A to the proxy statement/prospectus contained in this Registration Statement)
|
|
3.1
|
Restated Articles of Incorporation of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2009 (File No. 000-06253))*
|
|
3.2
|
Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2013 (File No. 000-06253))*
|
|
4.1
|
Specimen Common Stock Certificate of Simmons First National Corporation*
|
|
5.1
|
Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC regarding the validity of the securities to be issued
|
|
8.1
|
Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC regarding certain tax matters
|
|
23.1
|
Consents of Quattlebaum, Grooms, Tull & Burrow PLLC (included in Exhibits 5.1 and 8.1 )
|
|
23.2
|
Consent of BKD, LLP (Registrant)
|
|
23.3
|
Consent of Crowe Horwath LLP
|
|
23.4
|
Consent of Frost, PLLC
|
|
23.5
|
Consent of BKD, LLP (Liberty Bancshares, Inc.)
|
|
24.1
|
Power of Attorney (included on signature page)
|
|
99.1
|
Consent of Commerce Street Capital, LLC
|
|
99.2
|
Form of proxy of Delta Trust & Banking Corporation
|
|
99.3
|
Election form
|
SIMMONS FIRST NATIONAL CORPORATION | |||
By:
|
/s/ George A. Makris, Jr.
|
||
George A. Makris, Jr.
Chairman and Chief Executive Officer
|
Signature |
Title
|
|
/s/ George A. Makris, Jr. | ||
George A. Makris, Jr.
(Principal Executive Officer)
|
Chief Executive Officer and
Chairman of the Board of Directors
|
|
/s/ Robert A. Fehlman | ||
Robert A. Fehlman
(Principal Financial Officer)
|
Senior Executive Vice President,
Chief Financial Officer and Treasurer
|
|
/s/ David L. Bartlett | ||
David L. Bartlett
|
President, Chief Banking Officer
|
|
and Director
|
||
/s/ David W. Garner | ||
David W. Garner
(Principal Accounting Officer)
|
Executive Vice President, Controller,
and Chief Accounting Officer
|
|
/s/ William E. Clark II | ||
William E. Clark II
|
Director | |
/s/ Steven A. Cossé | ||
Steven A. Cossé
|
Director | |
/s/ Edward Drilling | ||
Edward Drilling
|
Director | |
/s/ Sharon Gaber
|
||
Sharon Gaber
|
Director |
/s/ Eugene Hunt | ||
Eugene Hunt
|
Director | |
/s/ Dr. Harry L. Ryburn | ||
Dr. Harry L. Ryburn
|
Director | |
/s/ Robert L. Shoptaw | ||
Robert L. Shoptaw
|
Director |
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of March 24, 2014, by and between Simmons First National Corporation and Delta Trust & Banking Corporation (attached as Annex A to the proxy statement/prospectus contained in this Registration Statement)
|
|
3.1
|
Restated Articles of Incorporation of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2009 (File No. 000-06253))*
|
|
3.2
|
Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2013 (File No. 000-06253))*
|
|
4.1
|
Specimen Common Stock Certificate of Simmons First National Corporation*
|
|
5.1
|
Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC regarding the validity of the securities to be issued
|
|
8.1
|
Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC regarding certain tax matters
|
|
23.1
|
Consents of Quattlebaum, Grooms, Tull & Burrow PLLC (included in Exhibits 5.1 and 8.1 )
|
|
23.2
|
Consent of BKD, LLP (Registrant)
|
|
23.3
|
Consent of Crowe Horwath LLP
|
|
23.4
|
Consent of Frost, PLLC
|
|
23.5
|
Consent of BKD, LLP (Liberty Bancshares, Inc.)
|
|
24.1
|
Power of Attorney (included on signature page)
|
|
99.1
|
Consent of Commerce Street Capital, LLC
|
|
99.2
|
Form of proxy of Delta Trust & Banking Corporation
|
|
99.3
|
Election form
|
Quattlebaum, Grooms, Tull & Burrow PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
111 Center Street
|
|
Suite 1900
|
(501)379-1700
|
Little Rock, Arkansas 72201
|
Facsimile
|
(501) 379-1701
|
Quattlebaum, Grooms, Tull & Burrow PLLC
|
|
A PROFESSIONAL LIMITED LIABILITY COMPANY
|
|
111 Center Street
|
|
Suite 1900
|
(501)379-1700
|
Little Rock, Arkansas 72201
|
Facsimile
|
(501) 379-1701
|
/s/
BKD,
LLP
|
/s/
Crowe Horwath LLP
Crowe Horwath LLP
|
/s/
Frost, PLLC
Certified Public Accountants
|
(1)
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PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 24, 2014, BY AND BETWEEN DELTA TRUST & BANKING CORPORATION AND SIMMONS FIRST NATIONAL CORPORATION PURSUANT TO WHICH DELTA TRUST & BANKING CORPORATION WILL MERGE WITH AND INTO SIMMONS FIRST NATIONAL CORPORATION:
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(mark only one box)
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(2)
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PROPOSAL TO ADJOURN THE SPECIAL MEETING OF SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL:
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(mark only one box)
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(3)
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Upon such other business as may properly come before the meeting or any adjournment or adjournments thereof.
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Dated: _________________, 2014. | ||
Signature(s) of Shareholders(s) |
By Mail:
Simmons First Trust Company, N.A.
Corporate Trust Department
P.O. Box 7009
Pine Bluff, AR 71611
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By Overnight Delivery
or Hand Delivery:
Simmons First Trust Company, N.A.
Corporate Trust Department
501 Main Street,
Pine Bluff, Arkansas 71601
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To exchange all your shares of Delta Trust common stock for cash;
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To exchange all your shares of Delta Trust common stock for Simmons common stock; or
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To exchange your shares of Delta Trust common stock for a combination of cash and shares of Simmons common stock, specified by you, as a percentage to be received in the form of cash and Simmons common stock (with the sum of such percentages equal to 100%).
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You fail to follow the instructions with respect to the election form or otherwise fail to properly make an election; or
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A completed election form is not received by the transfer agent by the election deadline of 5:00 p.m., Local Time, on [●], 2004.
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EXCHANGE EACH SHARE OF DELTA TRUST COMMON STOCK FOR 15.1428 SHARES OF SIMMONS COMMON STOCK.
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OPTIONAL ELECTIONS:
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EXCHANGE ALL SHARES FOR CASH. The undersigned elects to receive only cash in exchange for all of his or her shares of Delta Trust common stock.
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EXCHANGE ALL SHARES FOR _______% CASH AND __________% SIMMMONS COMMON STOCK. The undersigned elects to receive a combination of cash and shares of Simmons common stock in exchange for his or her shares of Delta Trust common stock. (Please write in the percentages of the consideration that you would like to receive in cash and Simmons common stock in the blanks above. The sum of the percentages inserted must equal 100%.)
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Name(s) and Address(es) of Registered Holder(s)
(Print exactly as name appears on Certificate)
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Certificate
Number
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No. of Shares
Represented by
Certificate
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Total Shares: |
(Please print) |