Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2009, Home BancShares, Inc. (the "Company") and its
subsidiary bank, Centennial Bank (the "Bank"), entered into an Underwriting
Agreement between the Company, the Bank and Stephens Inc. and RBC Capital
Markets Corporation, as representatives of the several underwriters named in
Schedule I thereto (the "Underwriters"), providing for, among other things, the
issuance and sale by the Company to the Underwriters of 4,950,000 shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), and, at the
election of the Underwriters, up to 742,500 additional shares of Common Stock to
cover over-allotments, if any. The shares are to be issued at a public offering
price of $19.85 per share.
Each of the Company's directors and executive officers has entered into a
lock-up agreement and has agreed, for a period of 90 days after the date of the
Underwriting Agreement, subject to specified exceptions, not to directly or
indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any Common Stock,
or any securities convertible into or exchangeable or exercisable for Common
Stock, whether now owned or hereafter acquired by the director or executive
officer or with respect to which the director or executive officer has or
acquires the power of disposition, or file any registration statement with
respect to any of the foregoing, without the prior written consent of Stephens
Inc. and RBC Capital Markets Corporation. The form of Lock-Up Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The shares were registered for offer and sale pursuant to an effective
Registration Statement on Form S-3 filed with the U.S. Securities and Exchange
Commission on August 10, 2009.
The Underwriting Agreement contains customary representations, warranties and
covenants that are valid as between the parties and as of the date of entering
into such Underwriting Agreement, and are not factual information to investors
about the Company.
The above description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement, a copy of
which is attached as Exhibit 1.1 to this report and is incorporated herein by
reference.
Item 8.01 Other Events.
On September 21, 2009, the Company announced that it had raised $98.3 million
through its previously announced public offering by issuing 4,950,000 shares of
common stock. A copy of the related press release dated September 21, 2009, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The shares were sold at a price to the public of $19.85 per share. Net
proceeds to the Company after deducting the underwriting discount of $0.94 per
share, or a total underwriting discount of $4.7 million, and estimated offering
expenses of approximately $240,000, are expected to be approximately
$93.4 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement dated as of September 15, 2009
5.1 Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
10.1 Form of Lock-Up Agreement
23.1 Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
(included in Exhibit 5.1)
99.1 Press Release dated September 21, 2009
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