Bank of the Ozarks, Inc. (NASDAQ:OZRK) Files An 8-K Entry into a Material Definitive Agreement

Bank of the Ozarks, Inc. (NASDAQ:OZRK) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01Entry into a Material Definitive Agreement

On April 10, 2017, Bank of the Ozarks, Inc., an Arkansas
corporation (the Company), as part of an internal corporate
reorganization, entered into an Agreement and Plan of Merger (the
Plan of Merger) with its wholly-owned bank subsidiary, Bank of
the Ozarks, an Arkansas banking corporation (the Bank). Under the
terms of the Plan of Merger, the Company will be merged with and
into the Bank (the Reorganization) with the Bank continuing as
the surviving entity (the Surviving Entity).

At the effective time of the Reorganization, the outstanding
shares of the Banks common stock will be cancelled and cease to
exist, and the outstanding shares of the Companys common stock,
par value $0.01 per share, will automatically be converted into
an equivalent number of shares of the Surviving Entitys common
stock. As a result, the shares of capital stock of the Surviving
Entity will be owned directly by the Companys shareholders in the
same proportion as their ownership of the Companys capital stock
immediately prior to the Reorganization. The Surviving Entity
will assume the Companys equity incentive plans, equity
compensation plans, and other compensation plans, along with all
options, unvested time-based and performance-based restricted
stock, and any other equity or equity-based awards under such
plans. Each equity award will be subject to the same terms and
conditions that applied to the award immediately prior to the
effective time of the Reorganization, including vesting schedules
and other restrictions.

As an Arkansas state-chartered bank that is not a member of the
Federal Reserve System, the Surviving Entity will continue to be
subject to regulation and supervision by the Arkansas State Bank
Department (ASBD) and the Federal Deposit Insurance Corporation
(FDIC). The Company is currently subject to regulation and
supervision by the Federal Reserve Board (FRB) as a bank holding
company; following the Reorganization, the Surviving Entity will
not be subject to the FRBs regulation and supervision (except
such regulations as are made applicable to the Surviving Entity
by law and regulations of the FDIC).

Following the Reorganization, it is expected that the Surviving
Entity will be a publicly-traded company listed on The NASDAQ
Global Select Market (NASDAQ) under the same ticker symbol
currently used by the Company, OZRK. The Surviving Entitys common
stock will be registered under the Securities Exchange Act of
1934, as amended (the Exchange Act), which vests the FDIC with
the power to administer and enforce certain sections of the
Exchange Act applicable to banks such as the Surviving Entity.
Following the Reorganization, the Surviving Entity will no longer
file periodic or current reports or other materials with the
Securities and Exchange Commission (SEC) but will be required to
file such periodic and current reports and other materials
required under the Exchange Act with the FDIC. Among other
things, the Surviving Entity will file annual, quarterly and
current reports on Forms 10-K, 10-Q and 8-K with the FDIC and
NASDAQ, and the Surviving Entitys shareholders will be subject to
the reporting requirements and prohibition on short-swing profits
of Section 16 of the Exchange Act.

to Section 3(a)(2) of the Securities Act of 1933, as amended (the
Securities Act), securities issued by the Surviving Entity,
including the common stock to be issued in connection with the
Reorganization, are exempt from registration under the Securities

The Surviving Entity will have the same board of directors
following the Reorganization as the Company had immediately prior
thereto, and the standing committees of the board of directors of
the Surviving Entity and their composition will be the same as
the Company immediately prior to the

Reorganization. Executive officers of the Company immediately
prior to the Reorganization will hold substantially the same
positions and titles with the Surviving Entity following the

It is intended that the Reorganization 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 of 1986,
as amended, with the result that shareholders of the Company will
not recognize gain or loss as a result of the Reorganization.

The Plan of Merger has been approved by the boards of directors
of each of the Company and the Bank. In connection with the
Reorganization, the Company will convene and hold a special
meeting of its shareholders to consider and vote upon the
Reorganization. The Reorganization is subject to various closing
conditions including, among others, (i) approval by the holders
of a majority of the outstanding shares of the Companys common
stock entitled to vote on the Reorganization, (ii) receipt of all
required regulatory approvals, including the approval of the
FDIC, and (iii) approval for listing on NASDAQ of the Banks
common stock. In connection with the consummation of the
Reorganization, the Company and the Bank will comply with any
obligations to make filings with the SEC, the FDIC and NASDAQ
under the Exchange Act and applicable rules.

The foregoing summary of the Reorganization and the terms and
conditions of the Plan of Merger does not purport to be complete
and is qualified in its entirety by reference to the complete
text of the Plan of Merger. As such, the Plan of Merger, which is
attached hereto as Exhibit 2.1, is incorporated herein by

Item 7.01Regulation FD Disclosure

Reference is made to the information set forth in response to
Item 1.01, which information is incorporated herein by reference.

If the Reorganization is approved and effected, the bank holding
company structure will be eliminated and the Bank will become the
top-level company. The Company believes that the proposed
Reorganization will further improve the combined entitys
efficiency by eliminating redundant corporate infrastructure and
activities as well as the associated supervision and oversight
from the FRB applicable to registered bank holding companies.

Additional Information

This communication is being made in respect of the proposed
reorganization transaction described above. In connection with
the transaction, the Company will file with the SEC and mail to
its shareholders a proxy statement. BEFORE MAKING ANY VOTING
THE PROPOSED TRANSACTION. The proxy statement, as well as other
filings containing information about the Company and the Bank,
will be available without charge at the SECs internet website
( Copies of the proxy statement can also be
obtained, when available, without charge, from the Companys
investor relations website at

The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of the Company in respect of the proposed reorganization
transaction. Certain information about the

directors and executive officers of the Company is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2016, which was filed with the SEC on March 1, 2017, and its
proxy statement for its 2017 annual meeting of shareholders,
which was filed with the SEC on March 13, 2017. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be included in the proxy statement
and other relevant documents filed with the SEC when they become

Caution about Forward-Looking Statements

This communication contains certain forward-looking information
about the Company and the Surviving Entity that is intended to be
covered by the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking statements. In some cases, you can identify
forward-looking statements by words such as may, hope, will,
should, expect, plan, anticipate, intend, believe, estimate,
predict, potential, continue, could, future or the negative of
those terms or other words of similar meaning. These
forward-looking statements include, without limitation,
statements relating to the terms and closing of the proposed
transaction between the Company and the Bank and the proposed
impact of the reorganization on the Surviving Entitys financial
results. You should carefully read forward-looking statements,
including statements that contain these words, because they
discuss the future expectations or state other forward-looking
information about the Company and the Surviving Entity. A number
of important factors could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, many of which are beyond the parties control,
including the parties ability to consummate the transaction or
satisfy the conditions to the completion of the transaction,
including the receipt of shareholder approval, the receipt of
regulatory approvals required for the transaction on the terms
expected or on the anticipated schedule; the parties ability to
meet expectations regarding the timing, completion and accounting
and tax treatments of the transaction; the possibility that any
of the anticipated benefits of the proposed reorganization will
not be realized or will not be realized within the expected time
period; the failure of the proposed reorganization to close for
any other reason; the effect of the announcement of the
reorganization on operating results; the possibility that the
reorganization may be more expensive to complete than
anticipated, including as a result of unexpected factors or
events; general competitive, economic, political and market
conditions and fluctuations; and the other factors described in
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2016. The Company assumes no obligation to update
the information in this communication, except as otherwise
required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements, all of which speak
only as of the date hereof.

Item 9.01Financial Statements and Exhibits.


Exhibit No.

Document Description


Agreement and Plan of Merger, dated as of April 10, 2017,
by and between Bank of the Ozarks, Inc. and Bank of the

About Bank of the Ozarks, Inc. (NASDAQ:OZRK)

Bank of the Ozarks, Inc. is a bank holding company. The Company owns an Arkansas state chartered subsidiary bank, Bank of the Ozarks (the Bank). The Company, through the Bank, conducts operations through approximately 257 offices, including over 80 offices in Arkansas, approximately 30 in Georgia, over 20 in North Carolina, over 20 in Texas, approximately 44 in Florida, over three in Alabama, approximately two each in South Carolina and New York, and one in California. It owns Ozark Capital Statutory Trust II, Ozark Capital Statutory Trust III, Ozark Capital Statutory Trust IV and Ozark Capital Statutory Trust V (collectively, the Ozark Trusts). It owns Intervest Statutory Trust II, Intervest Statutory Trust III, Intervest Statutory Trust IV and Intervest Statutory Trust V. It provides a range of retail and commercial banking services. Its deposit services include checking, savings, money market, time deposit and individual retirement accounts.

Bank of the Ozarks, Inc. (NASDAQ:OZRK) Recent Trading Information

Bank of the Ozarks, Inc. (NASDAQ:OZRK) closed its last trading session up +0.03 at 49.82 with 1,299,858 shares trading hands.

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