HOME BANCSHARES, INC. (NASDAQ:HOMB) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry Into a Material Definitive Agreement

On March27, 2017, Home BancShares, Inc. (Home) and its
wholly-owned bank subsidiary, Centennial Bank, an Arkansas state
bank (Centennial), entered into an Agreement and Plan of Merger
(the Agreement) with Stonegate Bank, a Florida chartered
commercial bank (Stonegate), under which Home and Centennial will
acquire Stonegate. The Agreement provides that Stonegate will
merge with and into Centennial (the Merger).

Under the terms of the Agreement, shareholders of Stonegate will
receive, in the aggregate, proceeds from the transaction of
approximately $749.8million, consisting of $50.0million in cash
and $699.8million of Home common stock. In addition, the holders
of outstanding stock options of Stonegate will receive
approximately $28.6million in cash in connection with the
cancellation of their options immediately before the Merger, for
a total transaction value of approximately $778.4million. The
number of shares of Home common stock to be issued to Stonegate
shareholders will be determined based on the volume-weighted
average closing price per share of Home common stock for the 20
consecutive trading days ending on the third trading day prior to
the closing date (the Average Closing Price).In addition, if the
Average Closing Price of Home common stock as of the closing date
is equal to $35.19 or greater or $22.52 or less, then the Average
Closing Price will be fixed at $35.19 or $22.52, respectively
(subject in each case to adjustment in the event of a stock
dividend, reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction).

The Merger is expected to close late in the fourth quarter of
2017, and is subject to the approval of the shareholders of Home
and Stonegate, regulatory approvals, and other customary
conditions set forth in the Agreement. The Agreement provides
certain termination rights for both Home and Stonegate, including
a right for either party to terminate the Agreement in the event
that the volume-weighted average closing price per share of Homes
common stock for 20 consecutive trading days between June30, 2017
and the trading day three business days before the closing date
of the Merger is below $21.11. In addition, a termination fee of
$36million will be payable by Stonegate upon termination of the
Agreement under certain, limited circumstances.

Upon completion of the Merger, excluding purchase accounting
adjustments, the combined company will have approximately
$13.5billion in total assets, $10.0billion in total deposits,
$10.3billion in total loans and 176 branches in Arkansas,
Florida, Alabama and New York City.

The foregoing summary of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated by reference herein.

Cautionary Statement

The Agreement, which has been included to provide investors with
information regarding its terms, contains representations and
warranties of each of the parties thereto. The assertions
embodied in those representations and warranties are qualified by
information in confidential disclosure schedules that the parties
delivered in connection with the execution of the Agreement. In
addition, certain representations and warranties were made as of
a specific date, may be subject to a contractual standard of
materiality different from those generally applicable to
shareholders, or may have been used for purposes of allocating
risk between the respective parties rather than establishing
matters as facts. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual
state of facts, or for any other purpose, at the time they were
made or otherwise.

Additional Information about the Acquisition and Where to
Find It

In connection with the acquisition of Stonegate, Home intends to
file with the Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 (the Registration Statement)
to register the shares of Home common stock to be issued to
shareholders of Stonegate in connection with the transaction. The
Registration Statement will include a Joint Proxy Statement of
Home and Stonegate and a Prospectus of Home, as well as other
relevant materials regarding the proposed merger transaction
involving Home and Stonegate. INVESTORS AND SECURITY HOLDERS OF
HOME AND STONEGATE ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR
INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED MERGER TRANSACTION. Investors and

security holders may obtain free copies of these documents, once
they are filed, and other documents filed with the SEC on the
SECs website at http://www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with
the SEC by Home at Homes website at
http://www.homebancshares.com, Investor Relations, or by
contacting Jennifer Floyd, by telephone at (501) 339-2929.

Home and Stonegate and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Home and Stonegate in connection
with the merger transaction. Information about the directors and
executive officers of Home and their ownership of Home common
stock is set forth in the proxy statement for Homes 2017 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
March1, 2017. Information about the directors and executive
officers of Stonegate and their ownership of Stonegate common
stock will be set forth in the Joint Proxy Statement/Prospectus
to be included in the Registration Statement. Additional
information regarding the interests of those participants and
other persons who may be deemed participants in the transaction
may be obtained by reading the Joint Proxy Statement/Prospectus
regarding the merger transaction. Free copies of this document
may be obtained as described in the preceding paragraph when it
becomes available.

Cautionary Note Regarding Forward-Looking
Statements

This Current Report on Form 8-K may contain forward-looking
statements which include, but are not limited to, statements
about the benefits of the business combination transaction
involving Home and Stonegate, including the combined companys
future financial and operating results, plans, objectives,
expectations, goals and outlook for the future. Statements in
this Form 8-K that are not historical facts should be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements of this type speak only as of the date of this Form
8-K. By nature, forward-looking statements involve inherent risk
and uncertainties. Various factors could cause actual results to
differ materially from those contemplated by the forward-looking
statements, including, but not limited to, (i)the possibility
that the acquisition does not close when expected or at all
because required regulatory, shareholder or other approvals and
other conditions to closing are not received or satisfied on a
timely basis or at all; (ii)changes in Homes stock price before
closing, (iii)the risk that the benefits from the transaction may
not be fully realized or may take longer to realize than
expected, including as a result of changes in general economic
and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the
degree of competition in the geographic and business areas in
which Home and Stonegate operate; (iv)the ability to promptly and
effectively integrate the businesses of Home and Stonegate;
(v)the reaction to the transaction of the companies customers,
employees and counterparties; and (vi)diversion of management
time on acquisition-related issues. Additional information on
factors that might affect Homes financial results is included in
its Annual Report on Form 10-K for the year ended December31,
2016, filed with the SEC on February28, 2017.

Item7.01 Regulation FD Disclosure

On March27, 2017, Home issued a press release announcing the
signing of the Agreement under which Home will acquire Stonegate.
Copies of the press release announcing the transaction and
certain additional information regarding the Merger are attached
as Exhibits 99.1, 99.2 and 99.3 to this Current Report.

As provided in General Instruction B.2 to Form 8-K, the
information furnished in Exhibits 99.1, 99.2 and 99.3 to this
Current Report on Form 8-K shall not be deemed filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

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 up +0.18 at 26.83 with 451,961 shares trading hands.