Item 7.01 Regulation FD Disclosure.
On
Presentation materials concerning the Transactions (as defined in Item 8.01 of this Current Report on Form 8-K), which will be available on the Company's website at www.simmonsbank.com, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) 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.
Item 8.01 Other Events. Merger Agreements
On
Also on
Each Transaction is subject to customary representations and warranties, covenants, closing conditions and termination rights. The completion of each Transaction is not conditioned on the completion of the other Transaction.
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 expects the Transactions to have
on the combined entities' operations, financial condition and financial results,
and the Company's expectations about its ability to successfully integrate the
combined businesses and the amount of cost savings and other benefits the
Company expects to realize as a result of the Transactions. The forward-looking
statements may also include, without limitation, those relating to the Company's
future growth, revenue, expenses, assets, asset quality, profitability,
earnings, accretion, customer service, investment in digital channels, critical
accounting policies, net interest margin, non-interest revenue, market
conditions related to and the impact of the Company's stock repurchase program,
consumer behavior and liquidity, the adequacy of the allowance for credit
losses, the impacts of the COVID-19 pandemic and the ability of the Company to
manage the impacts of the COVID-19 pandemic, the impacts of the Company's and
its customers' participation in the Paycheck Protection Program (the "PPP"), the
expected performance of COVID-19 loan modifications, income tax deductions,
credit quality, the level of credit losses from lending commitments, net
interest revenue, interest rate sensitivity, loan loss experience, liquidity,
the Company's expectations regarding actions by the
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 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, including
litigation or actions arising from the Company's participation in and
administration of programs related to the COVID-19 pandemic (including, among
others, the PPP); the ability to obtain regulatory approvals and meet other
closing conditions to the Transactions; delay in closing the Transactions;
difficulties and delays in integrating the Triumph and Landmark businesses or
fully realizing cost savings and other benefits of the Transactions; business
disruption following the Transactions; and other relevant risk factors, which
may be detailed from time to time in the Company's press releases and filings
with the
The Company believes 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 on the date of this Current Report on Form 8-K. However, given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations or whether the Company'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 none of the Company, Triumph or Landmark 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 either of the proposed Transactions. 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 Transactions, the Company will file with the
Free copies of the Joint Proxy Statement/Prospectus, as well as other filings
containing information about the Company, may be obtained at the
Participants in the Solicitation
The Company, Triumph, Landmark and certain of their directors, executive
officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Triumph and Landmark in connection with the
proposed Transactions. 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 Press Release issued bySimmons First National Corporation on June 99.1 7, 2021. Exhibit Presentation, datedJune 7, 2021 . 99.2 Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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