UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 31, 2013
Home BancShares, Inc.
(Exact name of registrant as specified in its charter)
Arkansas | 000-51904 | 71-0682831 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
719 Harkrider, Suite 100, Conway, Arkansas | 72032 | |
(Address of principal executive offices) | (Zip Code) |
(Registrants telephone number, including area code) (501) 328-4770
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry Into a Material Definitive Agreement |
On July 31, 2013, Home BancShares, Inc., an Arkansas corporation (Home), and its wholly-owned subsidiary, Centennial Bank (Centennial), entered into the First Amendment (the Amendment) to the Agreement and Plan of Merger dated June 25, 2013 (the Agreement), by and among Home and Centennial, on the one hand, and Liberty Bancshares, Inc., an Arkansas corporation (LBI), and its wholly-owned bank subsidiary, Liberty Bank of Arkansas (Liberty Bank), on the other hand, under which Home and Centennial will acquire LBI and Liberty Bank (the Merger).
The Amendment modifies certain terms of the Agreement in the event the 20-day average closing price of the Home common stock increases or decreases by more than twenty-five percent (25%) from the date of the Agreement to the date of the closing of the Merger (the Closing Date), and it makes a technical revision to clarify the effective time of the Merger. Under the terms of the Amendment, if the 20-day average closing price of the Home common stock as of the Closing Date is equal to or greater than $28.525 (subject to adjustment in the event of a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction), the number of shares of Home common stock to be issued to LBI shareholders in connection with the merger will be 8,764,242 shares. In addition, if the 20-day average closing price of the Home common stock as of the Closing Date is less than $17.115 (subject to adjustment in the event of a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction), then either party has the option to terminate the Agreement.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.2 and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
2.1 | Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank, Liberty Bancshares, Inc., and Liberty Bank of Arkansas dated June 25, 2013 (incorporated by reference to Exhibit 2.1 to Home BancShares Current Report on Form 8-K/A, filed on June 27, 2013). | |
2.2 | First Amendment to Agreement and Plan of Merger, dated July 31, 2013, by and among Home BancShares, Inc., Centennial Bank, Liberty Bancshares, Inc., and Liberty Bank of Arkansas. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Home BancShares, Inc. | ||
(Registrant) | ||
Date: August 2, 2013 | /s/ Brian Davis | |
Brian Davis | ||
Chief Accounting Officer |
Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER , dated as of July 31, 2013 (the Amendment ), is by and among HOME BANCSHARES, INC. , an Arkansas corporation ( HBI ), and CENTENNIAL BANK , an Arkansas state bank ( Centennial ; HBI and Centennial are collectively referred to herein as Purchaser ); LIBERTY BANCSHARES, INC. , an Arkansas corporation ( LBI ), and LIBERTY BANK OF ARKANSAS , an Arkansas state bank ( Liberty Bank ; LBI and Liberty Bank are collectively referred to herein as Company ); and, from and after its accession to this Amendment in accordance with Section 6.13 of the Agreement and Plan of Merger dated June 25, 2013 (the Agreement ), ACQUISITION SUB , an Arkansas corporation ( Sub ).
RECITAL OF FACTS :
A. On June 25, 2013, the parties entered into the Agreement setting out the terms of the mergers as more particularly described therein.
B. The parties desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Recitals . All recitals set forth herein are contractual in nature, not merely recitals of fact and are incorporated herein by reference as if fully set forth word for word.
2. Definitions . All capitalized terms not otherwise defined herein have the same meanings as provided in the Agreement.
3 . Amendments . The Agreement hereby is amended as follows:
(a) Section 1.2 entitled Effective Time is hereby deleted and the following Section 1.2 is hereby added in lieu thereof:
Effective Time . Subject to the terms and conditions of this Agreement, on or after the Closing Date, Purchaser shall cause to be filed with the Secretary of State of the State of Arkansas (the Arkansas Secretary ), in accordance with the ABCA, articles of merger ( Articles of Merger ) relating to the Merger. The term Effective Time shall be the Closing Date when the Merger becomes effective as set forth in the Articles of Merger.
(b) The definition of Total Stock Consideration as set out in Section 1.4 is hereby deleted and a new definition is hereby added in lieu thereof:
Total Stock Consideration means that number of shares of HBI Common Stock that, valued at the HBI Average Closing Price, shall have a total value of $250,000,000; provided, however, that in the event that the HBI Average Closing Price shall be $28.525 or greater (with a proportionate adjustment in the event that outstanding shares of HBI Common Stock shall be changed into a different number of shares by reason of any stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Closing Date), the number of shares of HBI Common Stock shall be 8,764,242 shares.
(c) Section 8.1(e) entitled HBI Average Closing Price Increase or Decrease is hereby deleted and the following Section 8.1(e) is hereby added in lieu thereof:
(e) HBI Stock Price Decrease by either party, by written notice to the other party in the event that the HBI Average Closing Price is less than $17.115 (with a proportionate adjustment in the event that outstanding shares of HBI Common Stock shall be changed into a different number of shares by reason of any stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Closing Date).
4. Governing Law . This Amendment and the Agreement shall be governed by and interpreted under the laws of the State of Arkansas.
5. Miscellaneous Provisions . Except as specifically modified by this Amendment, the terms and provisions of the Agreement shall remain in full force and effect. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
HOME BANCSHARES, INC. | ||
an Arkansas corporation | ||
By: |
/s/ J OHN W. A LLISON |
|
John W. Allison | ||
Chairman of the Board of Directors | ||
CENTENNIAL BANK | ||
an Arkansas state bank | ||
By: |
/s/ J OHN W. A LLISON |
|
John W. Allison | ||
Chairman of the Board of Directors | ||
LIBERTY BANCSHARES, INC. | ||
an Arkansas corporation | ||
By: |
/s/ W ALLACE W. F OWLER |
|
Wallace W. Fowler | ||
Chairman and Chief Executive Officer | ||
LIBERTY BANK OF ARKANSAS | ||
an Arkansas state bank | ||
By: |
/s/ W ALLACE W. F OWLER |
|
Wallace W. Fowler | ||
Chairman and Chief Executive Officer |
Acceded to as of , 2013 | ||
[ACQUISITION SUB] | ||
an Arkansas corporation | ||
By: | ||
Name: |
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Title: |
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