SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry Into a Material Definitive Agreement.

Merger Agreement

On January 23, 2017, Simmons First National Corporation (the
Company) entered into a definitive agreement and plan of merger
(the Agreement) with First Texas BHC, Inc. (First Texas), the
parent company of its wholly-owned bank subsidiary, Southwest
Bank (Bank), to acquire all of the outstanding capital stock of
First Texas (the Acquisition) for approximately $462 million
(based on the Companys common stock closing price as of January
20, 2017). Under the terms of the Agreement, First Texass
shareholders and other equity rights holders will receive, in the
aggregate, 6,500,000 shares of the Companys common stock and $70
million in cash, all subject to certain conditions and potential
adjustments. First Texas is headquartered in Fort Worth, Texas.
The transaction is expected to close during the third quarter of
2017.

The Agreement contains customary representations and warranties
from the Company and First Texas, and each party has agreed to
customary covenants including, among others, covenants relating
to (1) the conduct of First Texass business during the interim
period between the execution of the Agreement and the
consummation of the Acquisition, (2) each partys obligations to
facilitate its shareholders consideration of, and voting upon,
the Agreement and the Acquisition, (3) the recommendation by the
parties respective boards of directors in favor of approval of
the Agreement and the Acquisition, (4) each partys obligation to
submit the Agreement to its shareholders for approval at a
meeting of shareholders held for that purpose, and (5) First
Texass non-solicitation obligations relating to alternative
business combination transactions.

The completion of the Acquisition is subject to customary closing
conditions, including (1) approval of the Agreement by each
partys shareholders, (2) receipt of required regulatory approvals
without the imposition of a condition that would have or be
reasonably likely to have a burdensome effect on the Company, (3)
the absence of any law or order prohibiting the consummation of
the Acquisition, (4) approval of the listing on the Nasdaq Global
Select Market of the Companys common stock to be issued in the
Acquisition, and (5) the effectiveness of the registration
statement for the Companys common stock to be issued in the
Acquisition. Each partys obligation to complete the Acquisition
is also subject to certain additional customary conditions,
including (a) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, and (b)
performance in all material respects by the other party of its
obligations under the Agreement. In addition, holders of no more
than five percent of the outstanding shares of First Texass
common stock shall have demanded appraisal rights, and the Bank
shall maintain certain asset quality and capital ratio metrics.

The Agreement contains certain termination rights for both the
Company and First Texas and further provides that a termination
fee of $18.0 million will be payable by First Texas to the
Company upon termination of the Agreement under certain specified
circumstances.

The foregoing description of the Agreement and the transactions
contemplated therein does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of
the Agreement, which is attached as Exhibit 2.1 and incorporated
by reference herein. The Agreement has been attached as an
exhibit to this report in order to provide investors and security
holders with information regarding its terms. It is not intended
to provide any other financial information about the Company,
First Texas, or their respective subsidiaries and affiliates. The
representations, warranties and covenants of each party set forth
in the Agreement were made only for purposes of the Agreement and
as of specific dates, and were and are solely for the benefit of
the parties to the Agreement, may be subject to limitations
agreed upon by the parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the parties that differ
from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state
of affairs at the date they were made or at any other time, and
investors should not rely on them or any descriptions of them as
statements of facts or conditions of the Company, First Texas, or
any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Agreement, which subsequent information may or may not be fully
reflected in the parties public disclosures. Accordingly, the
Agreement is included with this filing only to provide investors
with information regarding the terms of the Agreement, and not to
provide investors with any other factual information regarding
the Company, First Texas, their respective affiliates, or their
respective businesses. The Agreement should not be read alone,
but should instead be read in conjunction with the other
information regarding the Company, First Texas, their respective
affiliates or their respective businesses, the Agreement, and the
Acquisition that will be contained in, or incorporated by
reference into, the Registration Statement on Form S-4 that will
include a joint proxy statement of First Texas and the Company
and a prospectus of the Company, as well as in the Forms 10-K,
Forms 10-Q and other filings that the Company makes with the
Securities and Exchange Commission, or the SEC.

Item 8.01 Other Events.

On January 23, 2017, the Company issued a press release
announcing the signing of the Agreement. A copy of the press
release is attached as Exhibit 99.1 and incorporated herein by
reference.

Presentation materials concerning the Acquisition, which will be
available on the Companys website at www.simmonsbank.com, are
attached hereto as Exhibit 99.2 and incorporated herein by
reference.

Forward-Looking Statements

Certain statements contained in this communication may not be
based on historical facts and are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements may be
identified by reference to a future period(s) or by the use of
forward-looking terminology, such as anticipate, estimate,
expect, foresee, may, might, will, would, could or intend, future
or conditional verb tenses, and variations or negatives of such
terms. These forward-looking statements include, without
limitation, those relating to the Companys future growth,
revenue, assets, asset quality, profitability and customer
service, critical accounting policies, net interest margin,
non-interest revenue, market conditions related to the Companys
common stock repurchase program, allowance for loan losses, the
effect of certain new accounting standards on the Companys
financial statements, income tax deductions, credit quality, the
level of credit losses from lending commitments, net interest
revenue, interest rate sensitivity, loan loss experience,
liquidity, capital resources, market risk, earnings, effect of
pending litigation, acquisition strategy, legal and regulatory
limitations and compliance and competition.

Readers are cautioned not to place undue reliance on the
forward-looking statements contained in this document in that
actual results could differ materially from those indicated in
such forward-looking statements, due to a variety of factors.
These factors include, but are not limited to, changes in the
Companys operating or expansion strategy, availability of and
costs associated with obtaining adequate and timely sources of
liquidity, the ability to maintain credit quality, possible
adverse rulings, judgments, settlements and other outcomes of
pending litigation, the ability of the Company to collect amounts
due under loan agreements, changes in consumer preferences,
effectiveness of the Companys interest rate risk management
strategies, laws and regulations affecting financial institutions
in general or relating to taxes, the effect of pending or future
legislation, the ability of the Company to repurchase its common
stock on favorable terms, ability to obtain regulatory approvals
and meet other closing conditions to the Acquisition, including
approval by First Texass and the Companys respective shareholders
on the expected terms and schedule, delay in closing the
Acquisition, difficulties and delays in integrating the First
Texas business or fully realizing cost savings and other benefits
of the Acquisition, business disruption following the
Acquisition, changes in interest rates and capital markets,
inflation, customer acceptance of the Companys products and
services, and other risk factors. Other relevant risk factors may
be detailed from time to time in the Companys press releases and
filings with the Securities and Exchange Commission. Any
forward-looking statement speaks only as of the date of this
Report, and we undertake no obligation to update these
forward-looking statements to reflect events or circumstances
that occur after the date of this Report.

Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts, and may not
reflect actual results.

Important Additional Information and Where to Find
It

In connection with the proposed Acquisition, the Company will
file with the SEC a Registration Statement on Form S-4 that will
include a joint proxy statement of First Texas and the Company
and a prospectus of the Company, as well as other relevant
documents concerning the proposed transaction. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF FIRST TEXAS AND THE COMPANY ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE ACQUISITION WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY
THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the joint proxy statement/prospectus, as well as
other filings containing information about the Company, may be
obtained at the SECs Internet site (http://www.sec.gov), when
they are filed by the Company. You will also be able to obtain
the joint proxy statement/prospectus, when it is filed, free of
charge, from the Company at www.simmonsbank.com under the heading
Investor Relations. Copies of the joint proxy
statement/prospectus can also be obtained, when it becomes
available, free of charge, by directing a request to Simmons
First National Corporation, 501 Main Street, Pine Bluff, Arkansas
71601, Attention: J. Burton Hicks, Investor Relations Officer,
Telephone: (870) 541-1000 or to First Texas BHC, Inc., 4100
International Plaza, Suite 900, Fort Worth, Texas 76109,
Attention: Lisanne Davidson, Telephone: (817) 298-5610.

The Company, First Texas, and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of the
Company and First Texas, respectively, in connection with the
proposed merger. Information about the directors and executive
officers of the Company, and their respective ownership of the
Companys common stock, is set forth in the proxy statement for
the Companys 2016 annual meeting of shareholders, as filed with
the SEC on Schedule 14A on March 14, 2016. Additional information
regarding all of the participants in the solicitation may be
obtained by reading the joint proxy statement/prospectus
regarding the proposed merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.

FOR MORE INFORMATION CONTACT:

J. BURTON HICKS

Investor Relations Officer

Simmons First National Corporation

(870) 541-1000

Item 9.01Financial Statements and Exhibits.

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 +0.20 at 61.60 with 139,662 shares trading hands.