SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Files An 8-K Other EventsItem 8.01 Other Events.
As previously reported, on December 14, 2016, Simmons First National Corporation (the “Company”) entered into a definitive agreement and plan of merger, as amended (the “Southwest Agreement”), with Southwest Bancorp, Inc. (“SBI”), the parent company of its wholly owned bank subsidiary, Bank SNB, to acquire all of the outstanding capital stock of SBI. As also previously reported, on January 23, 2017, the Company entered into a definitive agreement and plan of merger, as amended (the “First Texas Agreement”), with First Texas BHC, Inc. (“First Texas”), the parent company of its wholly owned bank subsidiary, Southwest Bank, to acquire all of the outstanding capital stock of First Texas. Each of the transactions is subject to customary closing conditions, including receipt of required regulatory approvals and shareholder approvals by the Company and SBI and First Texas, as applicable.
The Company has included with this filing certain historical audited and unaudited financial information with respect to SBI and First Texas, and certain unaudited pro forma financial information giving effect to the transactions as though they had been completed on the dates set forth in such information.
Important Additional Information and Where to Find It
In connection with the proposed transactions, the Company will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of SBI, First Texas and the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed transactions. 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 THE COMPANY, SBI AND FIRST TEXAS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE ACQUISITIONS 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 and SBI, may be obtained at the SEC’s Internet site (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” or from SBI at www.oksb.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: David Garner, Investor Relations Officer, Telephone: (870) 541-1000; or to Southwest Bancorp, Inc., 608 South Main Street, Stillwater, Oklahoma 74074, Attention: Joe Shockley, Chief Financial Officer, or Rusty LaForge, Executive Vice President, General Counsel and Corporate Secretary, Telephone: (405) 742-1800; or to First Texas BHC, Inc., 4100 International Plaza, Suite 900, Fort Worth, Texas 76109, Attention: Lisanne Davidson, Telephone: (817) 298-5610.
The Company, SBI, 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, SBI, and First Texas, respectively, in connection with the proposed transactions. Information about the directors and executive officers of the Company, and their respective ownership of the Company’s common stock, is set forth in the proxy statement for the Company’s 2017 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 14, 2017. Information about the directors and executive officers of SBI, and their respective ownership of the SBI’s common stock, is set forth in the proxy statement for SBI’s 2017 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 9, 2017. Additional information regarding all of the participants in the solicitation may be obtained by reading the joint proxy statement/prospectus regarding the proposed transactions when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
FOR MORE INFORMATION CONTACT:
DAVID GARNER
Investor Relations Officer
Simmons First National Corporation
(870) 541-1000
Item 9.01Financial Statements and Exhibits.
| (a) | Financial statements of business acquired. |
| (i) | The audited consolidated statements of financial condition of Southwest Bancorp, Inc. as of December31, 2016 and 2015, and the related audited consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity for each of the three years ended December31, 2016, and the related notes and report of independent auditors thereto, are incorporated by reference to the Southwest Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34110), which was filed with the SEC on March 9, 2017. |
| (ii) | The unaudited consolidated statements of financial condition of Southwest Bancorp, Inc. as of March 31, 2017 and 2016, and related unaudited consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity for the three months ended March 31, 2017 and 2016, and related notes thereto, are incorporated by reference to the Southwest Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 001-34110), which was filed with the SEC on May 5, 2017. |
| (iii) | The audited consolidated balance sheets of First Texas BHC, Inc. as of December31, 2016 and 2015, and the related audited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years ended December31, 2016, and the related notes and report of independent auditors thereto, are included as Exhibit99.1 and incorporated by reference herein. |
| (iv) | The unaudited condensed consolidated balance sheets of First Texas BHC, Inc. as of March 31, 2017 and 2016, and related unaudited condensed consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three months ended March 31, 2017 and 2016, and related notes thereto, are included as Exhibit99.2 and incorporated herein by reference. |
| (b) | Pro forma financial information. |
| (i) | The unaudited pro forma combined consolidated balance sheet as of March 31, 2017, and the unaudited pro forma combined consolidated statements of income for the three months ended March 31, 2017 and the year ended December31, 2016 are incorporated herein by reference to Exhibit 99.3. |
| (c) | Shell Company Transactions. |
| Exhibit 15.1 | Awareness Letter of Payne & Smith, LLC with respect to the interim financial statements of First Texas BHC, Inc. |
| Exhibit 23.1 | Consent of BKD, LLP with respect to the audited financial statements of Southwest Bancorp, Inc. |
| Exhibit 23.2 | Consent of Ernst & Young, LLP with respect to the audited financial statements of Southwest Bancorp, Inc. |
| Exhibit 23.3 |
Consent of Payne & Smith, LLC with respect to the audited financial statements of First Texas BHC, Inc. |
|
Exhibit 99.1 |
Audited Consolidated Financial Statements of First Texas BHC, Inc. as of and for the years ended December 31, 2016 and 2015 |
| Exhibit 99.2 | Unaudited Condensed Consolidated Financial Statements of First Texas BHC, Inc. as of and for the three months ended March 31, 2017 and March 31, 2016 |
| Exhibit 99.3 | Unaudited Pro Forma Combined Consolidated Financial Statements of Simmons First National Corporation |
SIMMONS FIRST NATIONAL CORP ExhibitEX-15.1 2 t1702176_ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 Independent Auditors Awareness Letter The Audit Committee of the Board of Directors First Texas BHC,…To view the full exhibit click here
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).