SIMMONS FIRST NATIONAL CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Upon the terms and subject to the conditions of the Agreement, upon the
consummation of the Transaction, holders of Spirit's common stock and common
stock equivalents will receive, in the aggregate, 18,325,000 shares of the
Company's common stock, subject to certain conditions and potential adjustments
under the Agreement, including substituting cash for the Company's common stock
to the extent necessary to cash out Spirit's stock options and warrants (the
"Merger Consideration"). Based on the closing price of
The Agreement contains customary representations and warranties and covenants by
the Company and Spirit, including, among others, covenants relating to (1) the
conduct of each party's business during the period prior to the consummation of
the Transaction, (2) Spirit's obligations to facilitate Spirit's shareholders'
consideration of, and voting upon, the Agreement and the Transaction at a
meeting held for that purpose, (3) the recommendation by the Spirit board of
directors in favor of approval of the Agreement and the Transaction, (4)
Spirit's non-solicitation obligations relating to alternative business
combination transactions, (5) the Company's obligations to register with the
The Transaction is subject to customary closing conditions, including, among others, (1) approval of the Agreement by Spirit's shareholders, (2) receipt of required regulatory approvals, (3) the absence of any law or order prohibiting or restricting the consummation of the transactions contemplated by the Agreement (including the Transaction), (4) the effectiveness of the registration statement for the Company's common stock to be issued in the Transaction, (5) approval of the listing on Nasdaq of the Company's common stock to be issued in the Transaction and (6) receipt by each party of an opinion from the Company's counsel to the effect that the Transaction, will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Each party's obligation to consummate the Transaction is also subject to certain
additional customary conditions, including, among others, (1) subject to certain
exceptions, the accuracy of the representations and warranties of the other
party, and (2) performance in all material respects by the other party of its
obligations under the Agreement. The Company's obligation to consummate the
Transaction is also subject to, among other conditions, (a) the receipt of
required regulatory approvals without the imposition of a condition that is
materially burdensome on the Company's business or on the business of Spirit or
The Agreement contains certain termination rights for both the Company and
Spirit and further provides that a termination fee of
The representations, warranties and covenants of each party set forth in the
Agreement were made only for purposes of the Agreement and as of specific dates,
and were and are solely for the benefit of the parties to the Agreement, may be
subject to limitations agreed upon by the parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable to the parties
that differ from those applicable to investors. Accordingly, the representations
and warranties and conditions may not describe the actual state of affairs at
the date they were made or at any other time, and investors should not rely on
them or any descriptions of them as statements of facts or conditions of the
Company, Spirit, or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in the parties' public
disclosures. In addition, such representations and warranties (1) will not
survive consummation of the Transaction, unless otherwise specified therein, and
(2) were made only as of the date of the Agreement or such other date as is
specified in the Agreement. Accordingly, the Agreement is included with this
filing only to provide investors with information regarding the terms of the
Agreement, and not to provide investors with any other factual information
regarding the Company, Spirit, their respective affiliates, or their respective
businesses. The Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding the Company, Spirit, their
respective affiliates or their respective businesses, the Agreement, and the
Transaction that will be contained in, or incorporated by reference into, the
Registration Statement on Form S-4 that will include a proxy statement of Spirit
and a prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and
other filings that the Company and Spirit make, as applicable, with the
The foregoing description of the Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Voting Agreement
In connection with the Agreement, the Company entered into a Support and
Non-Competition Agreement with Spirit, and each of the directors and certain
executive officers of Spirit, a form of which is attached to this Current Report
as Exhibit 99.1 (the "Voting Agreements"). The Spirit directors and executive
officers that are party to the Voting Agreement beneficially own in the
aggregate approximately 23.52% of the outstanding shares of Spirit's common
stock as of
The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Voting Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On
Presentation materials concerning the Transaction, which will be available on the Company's website at www.simmonsbank.com, are attached hereto as Exhibit 99.3 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 (including Exhibit 99.2 and Exhibit 99.3) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may not be based on historical facts and should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "anticipate," "believe," "budget," "contemplate," "continue," "estimate," "expect," "foresee," "intend," "indicate," "target," "plan," positions," "prospects," "project," "predict," or "potential," by future conditional verbs such as "could," "may," "might," "should," "will," or "would," or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the impact the Company and Spirit expect the Transaction to have on the combined entities' operations, financial condition and financial results, and the Company's and Spirit's expectations about their ability to obtain regulatory approvals and Spirit's shareholder approval, their ability to successfully integrate the combined businesses and the amount of cost savings and other benefits the Company and Spirit expect to realize as a result of the Transaction. The forward-looking statements may also include, without limitation, those relating to the Company's and Spirit's predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance, strategies or expectations, the impacts of the COVID-19 pandemic and the ability of the Company and Spirit to manage the impacts of the COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.
These forward-looking statements involve risks and uncertainties, and may not be
realized due to a variety of factors, including, without limitation: changes in
the Company's and Spirit's operating, acquisition, or expansion strategy; the
effects of future economic conditions (including unemployment levels and
slowdowns in economic growth), governmental monetary and fiscal policies, as
well as legislative and regulatory changes, including in response to the
COVID-19 pandemic; changes in interest rates; possible adverse rulings,
judgements, settlements, and other outcomes of pending or future litigation,;
the ability to obtain regulatory approvals and meet other closing conditions to
the Transaction; delay in closing the Transaction; difficulties and delays in
integrating the Spirit business or fully realizing cost savings and other
benefits of the Transaction; changes in the Company's share price before
closing; the outcome of any legal proceedings that may be instituted against the
Company or Spirit as a result of the Transaction or otherwise; the occurrence of
any event, change or other circumstance that could give rise to the right of one
or both parties to terminate the Agreement; business disruption following the
Transaction; the reaction to the Transaction of the companies' customers,
employees and counterparties; uncertainty as to the extent of the duration,
scope, and impacts of the COVID-19 pandemic on the Company, Spirit and the
Transaction; and other relevant risk factors, which may be detailed from time to
time in the Company's and Spirit's press releases and filings with the
The Company and Spirit believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to the Company and Spirit on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company and Spirit cannot guarantee its future performance or results of operations or whether the Company's and Spirit's future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Spirit undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Transaction, the Company will file with the
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about the Company and Spirit, may be obtained at the
Participants in the Solicitation
The Company, Spirit, and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Spirit in connection with the proposed
Transaction. Information about the Company's directors and executive officers is
available in its proxy statement for its 2021 annual meeting of shareholders,
which was filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Agreement and Plan of Merger, by and betweenSimmons First National 2.1 Corporation and Spirit of Texas Bancshares, Inc., dated as ofNovember 18, 2021 * Exhibit Form of Support and Non-Competition Agreement, by and between 99.1Simmons First National Corporation , Spirit of Texas Bancshares, Inc. and certain shareholders of Spirit of Texas Bancshares, Inc. Exhibit Press Release issued bySimmons First National Corporation and 99.2 Spirit of Texas Bancshares, Inc. onNovember 19, 2021 . Exhibit Presentation, datedNovember 19, 2021 . 99.3 Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
© Edgar Online, source
