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HOMB > SEC Filings for HOMB > Form 8-K/A on 7-Nov-2012All Recent SEC Filings

Show all filings for HOME BANCSHARES INC



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Finan

Item 1.01 Entry Into a Material Definitive Agreement

Effective November 2, 2012, Centennial Bank assumed all deposits and acquired certain assets and certain liabilities of Heritage from the FDIC, as receiver for Heritage (the "Acquisition"), pursuant to the terms of a Purchase and Assumption Agreement entered into among Centennial Bank, the FDIC, as receiver for Heritage, and the FDIC, on November 2, 2012 (the "Agreement").

Under the terms of the Agreement, Centennial Bank acquired approximately $190.2 million in assets, including approximately $158.8 million in loans held by Heritage, $23.3 million of cash and cash equivalents (excluding cash paid by the FDIC to complete the Acquisition), $7.0 million of federal funds sold and approximately $1.0 million of other assets. Centennial Bank also assumed approximately $219.6 million in liabilities, consisting almost entirely of customer deposits, along with approximately $42,500 in other liabilities. Centennial Bank did not acquire any of Heritage's non-performing loans or other real estate owned. In addition, no assets were acquired or liabilities assumed from Heritage's parent entity.

The deposits were acquired at no premium and assets were acquired at a discount to Heritage's historic book value as of November 2, 2012 of approximately $52.9 million, subject to customary adjustments. In connection with the Acquisition, the FDIC has made a payment to Centennial Bank in the amount of approximately $82.4 million in settlement for the net equity received, assets discount bid and other customary closing adjustments. The cash payment is also subject to customary post-closing adjustments based upon the final closing date balance sheet for Heritage. The terms of the Agreement provide for the FDIC to indemnify Centennial Bank against certain claims, including claims with respect to liabilities of Heritage not assumed or otherwise purchased by Centennial Bank, claims made by creditors of Heritage with respect to obligations arising before the Acquisition, claims made by shareholders or former directors, officers, employees or agents of Heritage, claims based on any prior action or inaction by Heritage's directors, officers, employees or agents, and certain other claims. The Agreement contains no loss sharing agreements with the FDIC in connection with the Acquisition.

Centennial Bank did not acquire the real estate, banking facilities, furniture and equipment of Heritage as part of the Acquisition but may exercise its option under the Agreement within 90 days after the Acquisition to purchase or lease some or all of these assets at fair market value from the FDIC.

All capitalized terms used herein but not otherwise defined are ascribed the meanings as given in the Agreement. The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement and certain exhibits attached thereto, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On November 2, 2012, Home BancShares, Inc. issued a press release announcing that its wholly owned subsidiary Centennial Bank has acquired the banking operations of Heritage from the FDIC. Copies of the press release and related supplemental materials were provided as Exhibits 99.1 and 99.2 to our Current Report on Form 8-K filed on November 2, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1 Purchase and Assumption Agreement Whole Bank All Deposits, Among the Federal Deposit Insurance Corporation, Receiver of Heritage Bank of Florida, Lutz, Florida, the Federal Deposit Insurance Corporation, and Centennial Bank, dated as of November 2, 2012.

99.1 Press Release: Home BancShares and Centennial Bank Continue Building Presence in Florida with Opportunistic Acquisition (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed on November 2, 2012).

99.2 Supplemental materials to Press Release dated November 2, 2012 (incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on November 2, 2012).

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