Simmons First National Corporation (NASDAQ:SFNC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 15, 2017, Simmons First National Corporation (Simmons)
completed its merger with Hardeman County Investment Company,
Inc. (Hardeman). Simmons was the surviving corporation in the
merger, which is referred to as the merger. To effect the merger,
Simmons issued 800,000 shares of its common stock and paid
$30,000,000 in cash. The merger was described in the Proxy
Statement/Prospectus of Simmons and Hardeman, filed with the U.S.
Securities and Exchange Commission on April 6, 2017 (the Proxy
Statement/Prospectus).
In the merger, each outstanding share of Hardeman common stock
was cancelled and converted into the right to receive 4.8393
shares of Simmons common stock and $181.47 in cash. The merger
was effected to the Agreement and Plan of Merger, dated as of
November 17, 2016, by and between Simmons and Hardeman, as
amended by Amendment No. 1 to the Agreement and Plan of Merger,
dated as of February 6, 2017 (as amended, the merger agreement).
The merger agreement was contained in the Proxy
Statement/Prospectus and is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
Upon consummation of the mergers, Simmons assumed subordinated
debt issued by Hardeman in an aggregate principal amount of
$6,702,000 (the subordinated debentures). The subordinated
debentures were issued in connection with the prior issuance of
trust preferred securities by Hardeman.
The subordinated debentures assumed in connection with the merger
consist of $6,702,000 aggregate principal amount of
fixed/floating rate junior subordinated deferrable interest
debentures due December 15, 2035. This series of subordinated
debentures bears interest at the 3-month LIBOR, plus a margin of
1.45%, which is adjusted quarterly. Simmons may redeem this
series of subordinated debentures at face value.
In connection with the assumption of the subordinated debentures,
Simmons entered into a supplemental indenture with the trustee of
the assumed debt. The indenture and supplemental indenture with
respect to each series are attached hereto as Exhibits 4.1
through 4.2 and are incorporated herein by reference.
Item 8.01 Other Events.
On May 15, 2017, the Company issued a press release announcing
the consummation of the merger. A copy of the press release is
attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 2.1 |
Agreement and Plan of Merger, dated as of November 17, 2017, by and between Simmons First National Corporation and Hardeman County Investment Company, Inc., as amended on February 6, 2017 (incorporated by reference to Annex A to the Proxy Statement/Prospectus filed by Simmons First National Corporation on April 6, 2017 (FileNo.000-06253)). |
| 4.1 |
Indenture, dated as of December 7, 2005, between Hardeman County Investment Company, Inc., and Wilmington Trust Company, as trustee, relating to subordinated debentures due December 15, 2035. |
| 4.2 |
First Supplemental Indenture, effective as of May 15, 2017, to Indenture, dated as of December 7, 2005, between Simmons First National Corporation and Wilmington Trust Company, as trustee. |
| 99.1 | Press Release issued by the Company on May 15, 2017. |
About Simmons First National Corporation (NASDAQ:SFNC)
Simmons First National Corporation is a financial holding company. The Company’s subsidiary bank is Simmons First National Bank (Simmons Bank), a national bank. Simmons Bank and its subsidiaries provide banking services to individuals and businesses across the market areas they serve. Simmons Bank offers consumer, real estate and commercial loans, checking, savings and time deposits. It also offers a range of products and services, including credit cards, trust services, investments, agricultural finance lending, equipment lending, insurance, consumer finance and small business administration (SBA) lending. The Company conducts its banking operations through approximately 150 branches or financial centers, located in communities throughout Arkansas, Missouri, and Kansas. Its loan portfolios were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans). Simmons First National Corporation (NASDAQ:SFNC) Recent Trading Information
Simmons First National Corporation (NASDAQ:SFNC) closed its last trading session up +0.90 at 53.40 with 151,882 shares trading hands.
