Home BancShares, Inc. (NASDAQ:HOMB) (“Home” or the “Company”),
parent company of Centennial Bank, (“Centennial”), and Stonegate
Bank (NASDAQ:SGBK) (“Stonegate”), headquartered in Pompano Beach,
Florida, today announced the signing of a definitive agreement and
plan of merger for Home to acquire Stonegate. Under the terms of
the agreement, Stonegate will merge into Centennial and
shareholders of Stonegate will receive proceeds from the
transaction of approximately $749.8 million, consisting of
approximately $50.0 million in cash and approximately $699.8
million of Home common stock. In addition, the holders of
outstanding stock options of Stonegate will receive approximately
$28.6 million in cash in cancellation of their options immediately
before the merger, for a total transaction value of approximately
$778.4 million.
Stonegate currently operates 25 branch locations in
key Florida markets with significant presence in Broward and
Sarasota counties. As of December 31, 2016, Stonegate had
approximately $3.1 billion in total assets, $2.5 billion in total
loans, and $2.7 billion in deposits.1 Upon completion of the
acquisition, the Company will have approximately $13.5 billion in
total assets.2
Home and Stonegate were both recently awarded a
2016 Raymond James Community Bankers Cup award. The Raymond
James Community Bankers Cup awards recognized the top 28 community
banks with assets between $500 million and $10 billion based on
various profitability, operational efficiency, and balance sheet
metrics. In addition, Forbes recently named Home as the 8th best
bank in America among banks with assets from $8 billion to $2.5
trillion.
“The acquisition of Stonegate is a game-changer for
Home in the Florida market. Stonegate is a top tier franchise with
high profitability and has the perfect footprint to enhance Home’s
presence in Florida,” said John Allison, Home’s Chairman.
“This is another ‘Triple A’ transaction for Home: accretive
to earnings per share, accretive to book value and accretive to
tangible book value. Our shareholders will benefit on day one
as we will be stronger together. Dave Seleski, Stonegate’s
CEO, leads a terrific team of bankers and we all look forward to
welcoming them to Home.”
“We are excited to join Home BancShares and
Centennial Bank,” said Dave Seleski, Stonegate’s Chief Executive
Officer. “Home and Stonegate are two very high performing
franchises with a similar operating philosophy and customer focus.
This is a great combination for our shareholders, customers and
communities.”
“I have known and admired Dave Seleski and
Stonegate for a long time. This transaction is the perfect fit for
our Florida operation and is financially attractive to both
parties,” said Tracy French, Centennial’s Chief Executive
Officer. “More importantly, the organizational values of
Stonegate, and its people, align very well with those of Home and
we are all committed to providing Stonegate’s customers with the
highest quality customer service that Centennial customers are
accustomed to.”
The acquisition is expected to close in the fourth
quarter of 2017 and is subject to Home and Stonegate shareholder
approval, regulatory approval, and other conditions set forth in
the merger agreement.
Additional Information
The Company’s executive management will host an
investor conference call today, March 27, 2017 at 4:00 pm CDT (5:00
EDT). Interested parties can listen to this call by calling
1-877-508-9586 and asking for the Home BancShares conference call.
A replay of the call will be available by calling
1-877-344-7529, Passcode: 10103902, which will be available until
April 3, 2017 at 8:00 a.m. CDT (9:00 EDT). Internet access to
the call will be available live or in recorded version on the
Company's website at www.homebancshares.com.
We encourage all participants to pre-register for
the conference call using the following link:
http://dpregister.com/10103902. Callers who pre-register will be
given dial-in instructions and a unique PIN to gain immediate
access to the live call. Participants may pre-register now,
or at any time prior to the call, and will immediately receive
simple instructions via email. The Home BancShares conference
call will also be automatically scheduled as an event in your
Outlook calendar.
Additional information regarding the acquisition is
provided in a supplemental presentation available on the Company's
website at www.homebancshares.com, under the “Investor Relations”
section.
Until Centennial and Stonegate convert to a single
operating system, which is anticipated to occur in October 2017,
Centennial and Stonegate customers should continue to do business
at their current Centennial or Stonegate branches. Customers
of both banks, however, will be able to use Centennial and
Stonegate ATMs free of charge in the near future.
In connection with the acquisition of Stonegate,
Home intends to file with the Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form S-4 (the “Registration
Statement”) to register the shares of Home common stock to be
issued to shareholders of Stonegate in connection with the
transaction. The Registration Statement will include a Joint Proxy
Statement of Home and Stonegate and a Prospectus of Home, as well
as other relevant materials regarding the proposed merger
transaction involving Home and Stonegate. INVESTORS AND SECURITY
HOLDERS OF HOME AND STONEGATE ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED MERGER TRANSACTION. Investors and security holders may
obtain free copies of these documents, once they are filed, 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 Home at Home’s
website at http://www.homebancshares.com, Investor Relations, or by
contacting Jennifer Floyd, by telephone at (501) 339-2929.
Home and Stonegate and certain of their directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Home and Stonegate
in connection with the merger transaction. Information about the
directors and executive officers of Home and their ownership of
Home common stock is set forth in the proxy statement for Home’s
2017 Annual Meeting of Shareholders, as filed with the SEC on
Schedule 14A on March 1, 2017. Information about the directors
and executive officers of Stonegate and their ownership of
Stonegate common stock will be set forth in the Joint Proxy
Statement/Prospectus to be included in the Registration Statement.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the merger transaction. Free copies
of this document may be obtained as described in the preceding
paragraph when it becomes available.
Home’s legal advisor on the transaction was
Mitchell, Williams, Selig, Gates & Woodyard, PLLC, and RBC
Capital Markets, LLC provided financial advice. Stonegate was
advised by Keefe, Bruyette & Woods and the law firm of Squire
Patton Boggs, and Hovde Group, LLC issued a fairness opinion to the
Board of Directors of Stonegate.
General
Home BancShares, Inc. is a bank holding company
headquartered in Conway, Arkansas. Our wholly-owned subsidiary,
Centennial Bank, provides a broad range of commercial and retail
banking plus related financial services to businesses, real estate
developers, investors, individuals and municipalities. Centennial
Bank has branch locations in Arkansas, Florida, South Alabama and
New York City. The Company's common stock is traded through the
NASDAQ Global Select Market under the symbol “HOMB.”
This release contains forward-looking statements
which include, but are not limited to, statements about the
benefits of the business combination transaction involving Home and
Stonegate, including the combined company’s future financial and
operating results, plans, expectations, goals and outlook for the
future. Statements in this press release 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 of this type speak only as of the date
of this news release. 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, including, but not limited to, (i) the
possibility that the acquisition does not close when expected or at
all because required regulatory, shareholder or other approvals and
other conditions to closing are not received or satisfied on a
timely basis or at all; (ii) changes in Home’s stock price before
closing, (iii) 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, 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 Stonegate
operate; (iv) the ability to promptly and effectively integrate the
businesses of Home and Stonegate; (v) the reaction to the
transaction of the companies’ customers, employees and
counterparties; and (vi) diversion of management time on
acquisition-related issues. Additional information on factors
that might affect Home BancShares, Inc.'s financial results is
included in its Annual Report on Form 10-K for the year ended
December 31, 2016, filed with the SEC on February 28, 2017.
1 Stonegate values pro-forma
for recently closed acquisition of Insignia Bank.2 Home BancShares
values pro-forma for recently closed acquisitions of Giant
Holdings, Inc. and The Bank of Commerce and proposed acquisition of
Stonegate.
FOR MORE INFORMATION CONTACT
Home BancShares, Inc.
Jennifer C. Floyd
Investor Relations Officer
(501) 339-2929
Centennial Bank
Tracy French
Chief Executive Officer
(501) 941-4278
Stonegate Bank
Dave Seleski
Chief Executive Officer
(954) 315-5510
Stonegate Bank (Fort Lauderdale (NASDAQ:SGBK)
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