Business Context and Reporting Period
This Form 8-K Current Report was filed by Home BancShares, Inc. on November 8, 2021. The filing primarily addresses a voluntary transfer of the company's principal stock listing from the Nasdaq Global Select Market to the New York Stock Exchange (NYSE) and an amendment to a pending merger agreement.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Corporate Actions
- Listing Transfer: The Company notified Nasdaq of its intent to voluntarily withdraw its common stock (Symbol: HOMB) and transfer the listing to the NYSE. Trading on Nasdaq is expected to end on November 19, 2021, with NYSE trading commencing on November 22, 2021. The stock symbol will remain "HOMB."
- Merger Agreement Amendment: On November 8, 2021, Home BancShares, Inc., along with its subsidiaries Centennial Bank and HOMB Acquisition Sub III, Inc., entered into a Second Amendment to the Agreement and Plan of Merger with Happy Bancshares, Inc. and Happy State Bank. This amendment reflects the Company's intention to transfer its listing to the NYSE.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Company has authorized the listing transfer and expects the transition to occur between November 19 and November 22, 2021. The merger with Happy Bancshares remains in progress, with the Second Amendment ensuring the transaction aligns with the new listing venue.
Risks and Contingencies: The filing includes a cautionary statement regarding the representations and warranties in the merger agreement, noting they are qualified by confidential disclosure schedules and may not reflect the actual state of facts. Investors are advised to read the Joint Proxy Statement/Prospectus filed on Form S-4 for complete details on the merger.
Investor Verification Checklist
- Verify the exact dates for the cessation of Nasdaq trading (November 19, 2021) and the commencement of NYSE trading (November 22, 2021).
- Confirm that the stock symbol "HOMB" remains unchanged following the exchange transfer.
- Review the Joint Proxy Statement/Prospectus (Form S-4) for detailed terms of the merger with Happy Bancshares, Inc.
- Check the Second Amendment to the Merger Agreement (Exhibit 2.3) for specific contractual changes related to the listing transfer.