HOME BANCSHARES, INC. (NASDAQ:HOMB) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement |
On April3, 2017, Home BancShares, Inc. (the Company) completed an
underwritten public offering of $300 million in aggregate
principal amount of its 5.625% Fixed-to-Floating Rate
Subordinated Notes due 2027 (the Notes) to an underwriting
agreement dated March30, 2017 (the Underwriting Agreement) with
RBC Capital Markets, LLC, as representative of the several
underwriters. The Underwriting Agreement contains customary
representations, warranties and covenants and includes the terms
and conditions for the sale of the Notes, indemnification and
contribution obligations and other terms and conditions customary
in agreements of this type. The foregoing description is
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and
incorporated herein by reference.
The Notes were issued to the Subordinated Indenture, dated as of
April3, 2017 (the Base Indenture), between the Company and U.S.
Bank National Association, as trustee (the Trustee), as
supplemented by the First Supplemental Indenture, dated as of
April3, 2017 (the Supplemental Indenture), between the Company
and the Trustee. The Base Indenture, as amended and supplemented
by the Supplemental Indenture, governs the terms of the Notes and
provides that the Notes are unsecured, subordinated debt
obligations of the Company and will mature on April15, 2027. From
and including the date of issuance to, but excluding April15,
2022, the Notes will bear interest at an initial rate of
5.625%per annum. From and including April15, 2022 to, but
excluding the maturity date or earlier redemption, the Notes will
bear interest at a floating rate equal to three-month LIBOR as
calculated on each applicable date of determination plus 3.575%;
provided, however, that in the event three-month LIBOR is less
than zero, then three-month LIBOR shall be deemed to be zero.
The Company may, beginning with the interest payment date of
April15, 2022, and on any interest payment date thereafter,
redeem the Notes, in whole or in part, at a redemption price
equal to 50% of the principal amount of the Notes to be redeemed
plus accrued and unpaid interest to but excluding the date of
redemption. The Company may also redeem the Notes at any time,
including prior to April15, 2022, at the Companys option, in
whole but not in part, if: (i)a change or prospective change in
law occurs that could prevent the Company from deducting interest
payable on the Notes for U.S. federal income tax purposes; (ii)a
subsequent event occurs that could preclude the Notes from being
recognized as Tier 2 capital for regulatory capital purposes; or
(iii)the Company is required to register as an investment company
under the Investment Company Act of 1940, as amended; in each
case, at a redemption price equal to 50% of the principal amount
of the Notes plus any accrued and unpaid interest to but
excluding the redemption date.
The foregoing summaries of the Base Indenture, the Supplemental
Indenture and the Notes are not complete, and are each qualified
in their entirety by reference to the complete text of the Base
Indenture, the Supplemental Indenture and the form of Note, which
are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this
Current Report on Form 8-K and incorporated herein by reference
in their entirety.
The Company is filing this Current Report on Form 8-K to file
with the Securities and Exchange Commission certain items related
to the offering of the Notes that are to be incorporated by
reference into its Registration Statement on Form S-3 (File
No.333- 208307).
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item1.01 above and the full text of
the Base Indenture, the Supplemental Indenture and the Notes,
which are attached hereto as Exhibits 4.1, 4.2 and 4.3,
respectively, are incorporated by reference into this Item2.03.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit Number |
Description |
|||
| 1.1 |
Underwriting Agreement, dated March 30, 2017, between the Company and RBC Capital Markets, LLC. |
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| 4.1 |
Subordinated Indenture, dated as of April 3, 2017, between Home BancShares, Inc. and U.S. Bank National Association, as Trustee. |
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| 4.2 |
First Supplemental Indenture, dated as of April 3, 2017, between Home BancShares, Inc. and U.S. Bank National Association, as Trustee (including the form of Note attached as an exhibit thereto). |
|||
| 4.3 |
Form of 5.625% Fixed-to-Floating Rate Subordinated Note due 2027 (included in Exhibit 4.2). |
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| 5.1 |
Opinion of Mitchell, Williams, Selig, Gates Woodyard, P.L.L.C. |
|||
| 23.1 |
Consent of Mitchell, Williams, Selig, Gates Woodyard, P.L.L.C. (included in Exhibit 5.1). |
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. HOME BANCSHARES, INC. (NASDAQ:HOMB) Recent Trading Information
HOME BANCSHARES, INC. (NASDAQ:HOMB) closed its last trading session down -0.72 at 26.35 with 773,625 shares trading hands.