UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 6, 2011
Home BancShares, Inc.
(Exact name of registrant as specified in its charter)
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| Arkansas
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000-51904
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71-0682831 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 719 Harkrider, Suite 100, Conway, Arkansas
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72032 |
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(Zip Code) |
Registrant’s telephone number, including area code: (501) 328-4770
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 6, 2011, Home BancShares, Inc. (the “Company”) repurchased all 50,000 shares of the
Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Preferred Shares”), held
by the United States Department of the Treasury (the “Treasury”) in connection with the Company’s
participation in the Treasury’s TARP Capital Purchase Program (“CPP”). The Preferred Shares were
repurchased by the Company pursuant to a letter agreement dated July 6, 2011 between the Treasury
and the Company (the “Repayment Document”). Under the terms of the Repayment Document, the Company
paid an aggregate repurchase price of approximately $50.4 million to repurchase the Preferred
Shares, including $354,167 in dividends accrued since the Company’s last quarterly dividend payment
to the Treasury, and the Treasury returned to the Company the stock certificate representing the
Preferred Shares. The Preferred Shares are thereby cancelled and will be considered authorized but
unissued shares of preferred stock.
The Treasury purchased the Preferred Shares from the Company for a total purchase price of
$50.0 million pursuant to the Letter Agreement, including the Securities Purchase Agreement —
Standard Terms, between the Treasury and the Company dated January 16, 2009 (the “Securities
Purchase Agreement”). At that time, pursuant to the Securities Purchase Agreement, the Company
also issued to the Treasury a ten-year warrant (the “Warrant”) to purchase up to 288,129 shares of
the Company’s common stock (“Common Stock”) at an exercise price of $26.03 per share. These
transactions were previously detailed in a Current Report Form 8-K filed on January 21, 2009.
Based on adjustments for the Company’s secondary Common Stock offering in September 2009 and the
Company’s 10% stock dividend in June 2010, the Warrant currently represents 158,471.5 shares of
Common Stock exercisable at a price of $23.664 per share.
The
Company anticipates incurring a charge of approximately $488,000 in
the third quarter of 2011. This is the result of the $53,000
scheduled preferred cash dividend plus $453,000 for the acceleration
of the discount on preferred stock to account for the difference
between the amount at which the preferred stock sale was initially
recorded and its redemption price.
In connection with the repurchase of the Preferred Shares, the Repayment Document amends the
Securities Purchase Agreement to provide that the Treasury is permitted to transfer or exercise all
or a portion of the Warrant with respect to all or a portion of the shares of Common Stock issuable
thereunder, at any time and without limitation. The Repayment Document requires the Company to
notify the Treasury within 15 calendar days of July 6, 2011 if the Company intends to repurchase
the Warrant from the Treasury. On July 7, 2011, the Company submitted its notice to the Treasury
of the Company’s intention to repurchase the Warrant. Under the Securities Purchase Agreement, the
repurchase price of the Warrant will be the fair market value of the Warrant as determined by the
Company, subject to approval by the Treasury. If the Company and the Treasury are unable to agree
on the fair market value of the Warrant, then pursuant to the Repayment Document, the Treasury may
sell the Warrant to a third party investor.
Item 7.01 Regulation FD Disclosure.
On July 11, 2011, the Company issued a press release announcing the repurchase of the
Preferred Shares on July 6, 2011, as further detailed above. A copy of the press release is
furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
10.1
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Letter Agreement, dated January 16, 2009, including the Securities
Purchase Agreement — Standard Terms incorporated by reference therein,
between the Company and the Treasury (incorporated by reference to
Exhibit 10.1 of Home BancShares’s Current Report on Form 8-K, filed on
January 21, 2009) |
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10.2
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Letter Agreement, dated July 6, 2011, between the Company and the Treasury |
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99.1
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Press Release dated July 11, 2011 |
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