HOME BANCSHARES, INC. (NASDAQ:HOMB) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective September26, 2017, to the Agreement and Plan of Merger, dated as of March27, 2017 (the “Merger Agreement”), by and among Home BancShares, Inc., an Arkansas corporation (“Home” or the “Registrant”), Centennial Bank, an Arkansas state bank and a wholly owned subsidiary of Home (“Centennial”), and Stonegate Bank, a Florida chartered commercial bank (“Stonegate”), Stonegate merged with and into Centennial (the “Merger”), with Centennial as the surviving corporation in the Merger.

Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Stonegate common stock (other than shares held by Home, shares held in treasury by Stonegate and shares held by shareholders of Stonegate who properly demand appraisal rights under Florida law) was converted into the right to receive (i)2.0145 shares of Home common stock, (ii)$3.27 in cash, and (iii)$22.70 multiplied by any resulting fractional share amount in cash (the “Merger Consideration”). In addition, immediately prior to the Effective Time, all outstanding stock options of Stonegate became fully vested and were cancelled and settled in cash based on the Merger Consideration, as provided for in the Merger Agreement. to such terms, Home will issue approximately 30,864,029shares of its common stock valued at approximately $742.3million as of September26, 2017, plus $50.1million in cash in exchange for all outstanding shares of Stonegate common stock, and the holders of outstanding stock options of Stonegate received approximately $27.6million in cash in connection with the cancellation of their options immediately before the Merger, for a total transaction value of approximately $820.0million.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit2.1 to Home’s Current Report on Form8-K filed on March27, 2017 and is incorporated by reference herein.

Item 2.01 Submission of Matters to a Vote of Security Holders.

A special meeting of the shareholders of Home (the “Special Meeting”) was held on September25, 2017. The Special Meeting was held in order to vote upon the following proposals set forth in Home’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on August22, 2017 (the “Proxy Statement”): (1)to approve the Merger Agreement, including the issuance of shares of Home common stock in the Merger as contemplated by the Merger Agreement (the “Share Issuance Proposal”); and (2)to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Share Issuance Proposal (the “Adjournment Proposal”). At the Special Meeting, the Share Issuance Proposal was approved by the affirmative vote of a majority of the outstanding shares of Home common stock entitled to vote at the Special Meeting. Sufficient votes were also received to approve the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Share Issuance Proposal.

There were 142,851,132shares of Home common stock issued and outstanding on the record date and eligible to be voted at the special meeting and 102,212,910shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:

(1) The Share Issuance Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 101,681,249votes for, 373,677votes against, 157,984votes abstaining and no broker non-votes.

(2) The Adjournment Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 91,593,905votes for, 10,386,422votes against, 232,582votes abstaining and no broker non-votes.

Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present, but were not treated as votes cast on a proposal. Therefore, abstentions and broker non-votes did not have the effect of a vote for or against the proposal and were not counted in determining the number of votes required for approval.

Item 2.01 Regulation FD Disclosure.

The Registrant hereby furnishes its September26, 2017 press release announcing the shareholder approvals for the Merger Agreement and its issuance of stock to the Stonegate shareholders and the completion of the acquisition. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference.

Item 2.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated balance sheet of Stonegate as of December31, 2016, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December31, 2016, the notes related thereto and the Report of Independent Registered Public Accounting Firm were included in Stonegate’s Annual Report on Form10-K for the year ended December31, 2016, filed as Exhibit99.5 to Home’s Registration Statement on FormS-4/A filed on August17, 2017 (the “Registration Statement”), and are incorporated by reference herein.

The unaudited consolidated balance sheet of Stonegate as of June30, 2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the three months and six months ended June30, 2017 and 2016, and the notes related thereto were included in Stonegate’s Quarterly Report on Form10-Q for the quarter ended June30, 2017, filed as Exhibit99.8 to the Registration Statement, and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma combined consolidated balance sheet of Home and Stonegate as of June30, 2017, unaudited pro forma combined income statements of Home and Stonegate for the year ended December31, 2016 and for the six months ended June30, 2017, and the notes related thereto are contained in pages20 through 27 of the Registration Statement and are incorporated by reference herein.

(d) Exhibits.

HOME BANCSHARES INC Exhibit
EX-23.1 2 d456852dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Current Report on Form 8-K of our report dated March 15,…
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About HOME BANCSHARES, INC. (NASDAQ:HOMB)

Home BancShares, Inc. is a bank holding company. The Company is engaged in providing a range of commercial and retail banking, and related financial services to businesses, real estate developers and investors, individuals and municipalities through its community bank subsidiary, Centennial Bank (the Bank). The Company offers a range of products and services, including 24-hour Internet banking, mobile banking and voice response information, cash management, overdraft protection, direct deposit, safe deposit boxes, United States savings bonds and automatic account transfers. Cook Insurance Agency, Inc. is an independent insurance agency. Centennial Insurance Agency writes policies for commercial and personal lines of business, including insurance for property, casualty, life, health and employee benefits. The Centennial Bank trust department offers an array of trust services. These trust services is focused on personal trusts, corporate trusts and employee benefit trusts.