Blog: HOME BANCSHARES INC : Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 2.02 Results of Operations and Financial Condition.

Home BancShares, Inc. (“we,” the “Company” or “Home”) expects to announce its
results for the quarter and year ended December 31, 2021 on January 20, 2022.
However, in connection with a proposed public offering of its subordinated
notes, the Company intends to file a preliminary prospectus supplement (the
“Prospectus Supplement”) to the base prospectus included in our shelf
registration statement on Form S-3 (No. 333-261495), filed with the U.S.
Securities and Exchange Commission (“SEC”) on December 3, 2021. The Prospectus
Supplement describes certain information related to the Company’s financial
condition and results of operations for the period ended December 31, 2021, as
set forth below.

While not final, and subject to adjustment as we complete our review, our
preliminary data indicates that net income and diluted earnings per share will
be generally in line with our third quarter results and ahead of Wall Street
consensus estimates for the fourth quarter 2021. Revenue was down slightly due
primarily to a decrease in PPP accretion income for loan forgiveness from the
third quarter to the fourth quarter 2021. Net income for the fourth quarter 2021
was also slightly lower than third quarter 2021 but exceeded internal and
analyst expectations. While we experienced modest organic loan growth during the
fourth quarter, total loans receivable for the period was down slightly due to
additional PPP loans being forgiven that offset the organic loan growth. We
currently do not anticipate that any provision for credit losses on loans will
be necessary in the fourth quarter. Overall, we expect the results for fourth
quarter 2021 to represent “business as usual” for Home.

The information provided in this Item 2.02 is preliminary and remains subject to
change as we complete our financial statements and our auditors complete their
audit procedures. Our actual operating results for the fourth quarter and full
year may materially differ from this information. This information constitutes
forward-looking statements, and we caution you that these statements are subject
to risks and uncertainties, including those referred to under “Cautionary Note
Regarding Forward-Looking Statements” in this Current Report on Form 8-K and
those other factors described in reports we file with the SEC, including our
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the
SEC on February 26, 2021.

Item 7.01 Regulation FD Disclosure.

On January 13, 2022, the Company issued a press release announcing that it plans
to offer, subject to market and other offering conditions, $300 million of its
fixed-to-floating rate subordinated notes due 2032 in an underwritten public
offering (the “Offering”). A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in
this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not
be deemed “filed” for purposes of Section 18 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.



Item 8.01 Other Events.


As previously announced, the Company, Centennial Bank (“Centennial”), HOMB
Acquisition Sub III, Inc., Happy Bancshares, Inc. (“Happy”) and Happy State Bank
(“HSB”) entered into an Agreement and Plan of Merger, dated September 15, 2021,
as amended October 18, 2021 and further amended November 8, 2021, under which
the Company and Centennial will acquire Happy and HSB. In connection with the
Offering, the Company is providing certain unaudited pro forma combined
consolidated financial information regarding the combined company as of and for
the nine months ended September 30, 2021 and for the year ended December 31,
2020 (the “Unaudited Pro Forma Combined Consolidated Financial Information”) and
Happy’s unaudited consolidated financial statements as of September 30, 2021 and
for the three and nine months ended September 30, 2021 and 2020 and Happy’s
audited consolidated financial statements as of and for the years ended
December 31, 2020 and 2019 (the “Happy Financial Statements”), which were
originally included in the Company’s joint proxy statement/prospectus that was a
part of its Registration Statement on Form S-4/A filed with the SEC on
November 9, 2021 (which Registration Statement is not incorporated by reference
in or a part of this Current Report on Form 8-K). The Unaudited Pro Forma
Combined Consolidated Financial Information and the Happy Financial Statements
are included as Exhibits 99.2 and 99.3, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



Exhibits



23.1      Consent of BKD, LLP

99.1      Press Release: Home BancShares, Inc. Announces Proposed $300 Million
        Subordinated Notes Offering.

99.2      Unaudited Pro Forma Combined Consolidated Financial Information of Home
        BancShares, Inc. and Happy Bancshares, Inc.

99.3      Consolidated Financial Statements of Happy Bancshares, Inc.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements regarding
the Company’s plans, expectations, goals, and outlook for the future, as well as
statements and estimates about the proposed business combination transaction
involving Home and Happy and statements regarding the proposed notes offering.
Statements in this report 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 are not guarantees of
future events, performance or results. When we use words like “may,” “plan,”
“propose,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,”
“expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and
similar expressions, you should consider them as identifying forward-looking
statements, although we may use other phrasing. Forward-looking statements of
this type speak only as of the date of this report. 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. These factors include, but are not limited to, the
following: economic conditions, credit quality, interest rates, loan demand,
real estate values and unemployment; disruptions, uncertainties and related
effects on our business and operations as a result of the ongoing coronavirus
(COVID-19) pandemic and measures that have been or may be implemented or imposed
in response to the pandemic, including the impact on, among other things, credit
quality and liquidity; the possibility that the proposed acquisition of
Happy does not close when expected or at all because required regulatory
approvals and other conditions to closing are not received or satisfied on a
timely basis or at all; the possibility that such transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; 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, ongoing or future
effects of the COVID-19 pandemic, 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 Happy operate; the ability to
promptly and effectively integrate the businesses of Home and Happy; the
reaction to the transaction of the companies’ customers, employees and
counterparties; diversion of management time on acquisition-related issues; the
effect of any future mergers, acquisitions or other transactions to which we or
our bank subsidiary may from time to time be a party, including as a result of
one or more of the factors described above as they would relate to such
transaction; the ability to identify, enter into and/or close additional
acquisitions; legislative and regulatory changes and risks and expenses
associated with current and future legislation and regulations, including those
in response to the COVID-19 pandemic; technological changes and cybersecurity
risks; the effects of changes in accounting policies and practices; changes in
governmental monetary and fiscal policies; political instability; competition
from other financial institutions; potential claims, expenses and other adverse
effects related to current or future litigation, regulatory examinations or
other government actions; changes in the assumptions used in making the
forward-looking statements; and other factors described in reports we file with
the SEC, including those factors set forth in our Annual Report on Form 10-K for
the year ended December 31, 2020, filed with the SEC on February 26, 2021.

Additional Information and Where to Find It

In connection with the proposed acquisition of Happy, the Company has filed with
the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to
register the shares of the Company’s common stock to be issued to shareholders
of Happy in connection with the transaction. The Registration Statement includes
a Joint Proxy Statement of the Company and Happy and a Prospectus of the
Company, as well as other relevant materials regarding the proposed merger
transaction involving the Company and Happy. INVESTORS AND SECURITY HOLDERS OF
THE COMPANY AND HAPPY ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
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
CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION.
Investors and security holders may obtain free copies of these documents and
other documents filed with the SEC on the SEC’s website at http://www.sec.gov.
Investors and security holders may also obtain free copies of the documents
filed with the SEC by the Company at the Company’s website at
http://www.homebancshares.com, Investor Relations, or by contacting Donna
Townsell, by telephone at (501) 328-4625.

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