UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2021
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SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Arkansas | 000-06253 | 71-0407808 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
501 Main Street
Pine Bluff, Arkansas 71601
(Address of Principal Executive Offices) (Zip Code)
(870) 541-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | SFNC | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On October 12, 2021, Simmons First National Corporation (the “Company”), an Arkansas corporation and the parent company of Simmons Bank, issued a press release announcing the consummation of the Mergers (as defined in Item 8.01 of this Current Report on Form 8-K). A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On October 8, 2021 (the “Closing Date”), the Company completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 4, 2021 (the “Triumph Agreement”), by and between the Company and Triumph Bancshares, Inc. (“Triumph”), and the Agreement and Plan of Merger, dated as of June 4, 2021 (the “Landmark Agreement” and, together with the Triumph Agreement, the “Merger Agreements”), by and among the Company, Simmons Bank and Landmark Community Bank (“Landmark”).
On the Closing Date, Triumph was merged with and into the Company, with the Company continuing as the surviving corporation (the “Triumph Merger”). Immediately thereafter, Triumph’s subsidiary bank, Triumph Bank, was merged with and into the Company’s subsidiary bank, Simmons Bank, with Simmons Bank continuing as the surviving bank. Also on the Closing Date, Landmark was merged with and into Simmons Bank, with Simmons Bank as the surviving bank (the “Landmark Merger” and, together with the Triumph Merger, the “Mergers”). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-258059) filed with the U.S. Securities and Exchange Commission on July 21, 2021 and amended on August 3, 2021 (the “Registration Statement”).
At the effective time of the Triumph Merger, pursuant to the terms of the Triumph Agreement, each share of common stock, $1.00 par value per share, of Triumph was converted into the right to receive (1) 0.9053653 shares of common stock, $0.01 par value per share, of the Company (the “Company common stock”), with cash paid in lieu of fractional shares, and (2) $0.367338 in cash.
At the effective time of the Landmark Merger, pursuant to the terms of the Landmark Agreement, each share of common stock, no par value per share, of Landmark was converted into the right to receive (1) 0.2025568 shares of Company common stock, with cash paid in lieu of fractional shares, and (2) $0.290249 in cash.
The foregoing summary of the Merger Agreements and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreements, which were filed as Annex A and Annex B to the Registration Statement.
(d) Exhibits.
| Exhibit 99.1 | Press Release issued by Simmons First National Corporation on October 12, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIMMONS FIRST NATIONAL CORPORATION | ||
| Date: October 12, 2021 | By: | /s/ James M. Brogdon |
| James M. Brogdon | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
EXHIBIT 99.1
Simmons First National Corporation Completes Acquisitions and Conversions of Landmark Community Bank and Triumph Bancshares, Inc.
Simmons Bank ranks as the 8th largest bank in Tennessee based on pro forma deposit market share data
PINE BLUFF, Ark., Oct. 12, 2021 (GLOBE NEWSWIRE) -- Simmons First National Corp. (NASDAQ: SFNC) (Simmons or Company) announced today that it has completed the acquisitions of Landmark Community Bank (Landmark) based in Collierville, Tenn., and Triumph Bancshares, Inc. (Triumph), the parent company of Triumph Bank, based in Memphis, Tenn., effective October 8, 2021. Separate definitive agreements to acquire Landmark and Triumph were previously announced on June 7, 2021, with Landmark’s and Triumph’s respective shareholders approving their respective transaction in September 2021.
As a result of the acquisitions, Landmark and Triumph Bank were individually merged into Simmons Bank (the subsidiary bank of Simmons), with Simmons Bank as the surviving institution. Conversion of technology systems and customer accounts for both Landmark and Triumph Bank were simultaneously completed over the Columbus Day holiday weekend, with former Landmark and Triumph Bank branches opening under the Simmons Bank name on Tuesday, October 12.
“We’re very pleased to welcome Landmark and Triumph customers to Simmons Bank and look forward to providing them access to a broader array of products and services delivered by associates focused on ensuring they have an excellent customer experience,” said George A. Makris, Jr., chairman and CEO of Simmons. “The completion of two acquisitions in four short months since we announced the transactions, including receiving regulatory and shareholder approval, converting customer accounts and simultaneously completing systems conversions, while also navigating an ever-changing pandemic environment, is a testament to the talented team we have built at Simmons.”
Under the terms of the respective merger agreements, each share of Landmark common stock was converted into 0.2025568 shares of Simmons common stock (with cash paid in lieu of fractional shares) and approximately $0.29 in cash; and each share of Triumph common stock was converted into 0.9053653 shares of Simmons common stock (with cash paid in lieu of fractional shares) and approximately $0.37 in cash.
With the completion of these acquisitions, Simmons has over $25 billion in assets, nearly $13 billion in loans and nearly $20 billion in total deposits based off of data as of June 30, 2021.
Based on FDIC deposit market share data as of June 30, 2021, prior to the Landmark and Triumph acquisitions, Simmons Bank ranked as the 11th largest bank in Tennessee. On a pro forma basis (including Landmark and Triumph Bank deposits at June 30, 2021), Simmons Bank now ranks as the 8th largest bank in Tennessee, the 7th largest bank in the Memphis MSA and the 14th largest bank in the Nashville MSA based on deposit market share.
Simmons First National Corporation
Simmons First National Corporation (NASDAQ: SFNC) is a Mid-South based financial holding company whose principal subsidiary, Simmons Bank, operates approximately 200 financial centers in Arkansas, Missouri, Tennessee, Texas, Oklahoma and Kansas. Founded in 1903, Simmons Bank offers comprehensive financial solutions delivered with a client-centric approach. Simmons Bank was recently named to Forbes magazine’s list of “World’s Best Banks” for the second consecutive year and ranked among the top 30 banks in Forbes’ list of “America’s Best Banks” for 2021. Additional information about Simmons Bank can be found on our website at simmonsbank.com, by following @Simmons_Bank on Twitter or by visiting our newsroom.
Forward-Looking Statements
Statements in this press release that are not based on historical facts should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including, without limitation, statements made in Mr. Makris’s quotes, may be identified by reference to future periods or by the use of forward-looking terminology, such as “look forward to,” by future conditional verbs, or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to Simmons’ future products and services, lending capacity and lending activity, digital banking initiatives, the Company’s ability to recruit and retain key employees, branch closures and branch sales, and the ability of the Company to manage the impact of the COVID-19 pandemic. Any forward-looking statement speaks only as of the date of this news release, and Simmons undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release. By nature, forward-looking statements involve inherent risks and uncertainties. Various factors, including, but not limited to, economic conditions, credit quality, interest rates, loan demand, difficulties in integrating acquired institutions, the effects of the COVID-19 pandemic, including the effectiveness of vaccination efforts and developments with respect to COVID-19 variants, on, among other things, the Company’s operations, liquidity, and credit quality, the effect of steps the Company takes and has taken in response to the COVID-19 pandemic, and changes in the assumptions used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements. Forward-looking statements regarding the aforementioned mergers and our Company are based on currently available information, and actual results could differ materially from the statements made. Additional information on factors that might affect Simmons’ future performance is included in its Form 10-K for the year ended December 31, 2020 and other filings, which have been filed with and are available from the U.S. Securities and Exchange Commission.
Investor and Media Contact
Ed Bilek
EVP, Director of Investor Relations
ed.bilek@simmonsbank.com
501.263.7483 (office)
205.612.3378 (cell)