Item 2.02 Results of Operations and Financial Condition.
While not final, and subject to adjustment as we complete our review, our
preliminary data indicates that net income and diluted earnings per share will
be generally in line with our third quarter results and ahead of
The information provided in this Item 2.02 is preliminary and remains subject to
change as we complete our financial statements and our auditors complete their
audit procedures. Our actual operating results for the fourth quarter and full
year may materially differ from this information. This information constitutes
forward-looking statements, and we caution you that these statements are subject
to risks and uncertainties, including those referred to under "Cautionary Note
Regarding Forward-Looking Statements" in this Current Report on Form 8-K and
those other factors described in reports we file with the
Item 7.01 Regulation FD Disclosure.
On
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
As previously announced, the Company,
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Item 9.01 Financial Statements and Exhibits.
Exhibits 23.1 Consent ofBKD, LLP 99.1 Press Release:Home BancShares, Inc. Announces Proposed$300 Million Subordinated Notes Offering. 99.2 Unaudited Pro Forma Combined Consolidated Financial Information ofHome BancShares, Inc. andHappy Bancshares, Inc. 99.3 Consolidated Financial Statements ofHappy Bancshares, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements regarding
the Company's plans, expectations, goals, and outlook for the future, as well as
statements and estimates about the proposed business combination transaction
involving Home and Happy and statements regarding the proposed notes offering.
Statements in this report 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 are not guarantees of
future events, performance or results. When we use words like "may," "plan,"
"propose," "contemplate," "anticipate," "believe," "intend," "continue,"
"expect," "project," "predict," "estimate," "could," "should," "would," and
similar expressions, you should consider them as identifying forward-looking
statements, although we may use other phrasing. Forward-looking statements of
this type speak only as of the date of this report. 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. These factors include, but are not limited to, the
following: economic conditions, credit quality, interest rates, loan demand,
real estate values and unemployment; disruptions, uncertainties and related
effects on our business and operations as a result of the ongoing coronavirus
(COVID-19) pandemic and measures that have been or may be implemented or imposed
in response to the pandemic, including the impact on, among other things, credit
quality and liquidity; the possibility that the proposed acquisition of
Happy does not close when expected or at all because required regulatory
approvals and other conditions to closing are not received or satisfied on a
timely basis or at all; the possibility that such transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; 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, ongoing or future
effects of the COVID-19 pandemic, 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 Happy operate; the ability to
promptly and effectively integrate the businesses of Home and Happy; the
reaction to the transaction of the companies' customers, employees and
counterparties; diversion of management time on acquisition-related issues; the
effect of any future mergers, acquisitions or other transactions to which we or
our bank subsidiary may from time to time be a party, including as a result of
one or more of the factors described above as they would relate to such
transaction; the ability to identify, enter into and/or close additional
acquisitions; legislative and regulatory changes and risks and expenses
associated with current and future legislation and regulations, including those
in response to the COVID-19 pandemic; technological changes and cybersecurity
risks; the effects of changes in accounting policies and practices; changes in
governmental monetary and fiscal policies; political instability; competition
from other financial institutions; potential claims, expenses and other adverse
effects related to current or future litigation, regulatory examinations or
other government actions; changes in the assumptions used in making the
forward-looking statements; and other factors described in reports we file with
the
Additional Information and Where to Find It
In connection with the proposed acquisition of Happy, the Company has filed with
the
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