ITEM 8.01. Other Events
On
March 5, 2019, a purported shareholder of Reliance Bancshares, Inc. (“Reliance”) filed a putative derivative and class
action lawsuit against Reliance, the members of the Reliance board of directors and Simmons First National Corporation (“Simmons”)
in the St. Louis County Circuit Court, 21st Judicial Circuit of Missouri, on behalf of himself and similarly situated Reliance
shareholders, and derivatively on behalf of Reliance, captioned
Parshall v. Brouster, et al.
, Case No. 19SL-CC00963 (the
“Action”). The Action relates to the proposed merger of Reliance with and into Simmons as described in the definitive
proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2019 and first
mailed to Reliance shareholders on or about March 6, 2019 (the “Proxy Statement/Prospectus”). The plaintiff alleges,
among other things, that the individual defendants breached fiduciary duties by agreeing to an allegedly insufficient price for
the sale of Reliance, and agreeing to allegedly inappropriate deal protection devices. The plaintiff further alleges that the
Proxy Statement/Prospectus omitted material information that Reliance shareholders purportedly need in order to evaluate the proposed
merger. The plaintiff alleges that Simmons aided and abetted the alleged fiduciary duty breaches by the individual defendants.
The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys’ and experts’ fees and expenses.
Solely
to avoid the costs, risks and uncertainties inherent in litigation, Simmons and Reliance have agreed to make additional disclosures
to supplement the disclosure contained in the Proxy Statement/Prospectus (the “Additional Disclosures”). The Additional
Disclosures are set forth below and should be read in conjunction with the Proxy Statement/Prospectus. In exchange for the agreement
to make the Additional Disclosures, the plaintiff has agreed to dismiss the Action, with prejudice to his individual claims, and
without prejudice to the claims of the putative members of the proposed class. The parties believe that the issuance of the Additional
Disclosures will moot the claims set forth in the Action.
This
decision to make the Additional Disclosures will not affect the merger consideration to be paid in the proposed merger or the
timing of the special meeting of the Reliance shareholders.
Reliance
and the other defendants have denied, and continue to deny, that they have committed or aided and abetted in the commission of
any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Action, and maintain that
they complied with their fiduciary and other legal duties and are making the Additional Disclosures solely to eliminate the burden
and expense of further litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible
delay to the closing of the merger that might arise from further litigation. Nothing in this Current Report on Form 8-K shall
be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
SUPPLEMENT
TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
The
following information supplements the Proxy Statement/Prospectus and should be read in connection with the Proxy Statement/Prospectus,
which should be read in its entirety. To the extent that information herein differs from or updates information contained in the
Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Proxy Statement/Prospectus.
All page references in the information below are to pages in the Proxy Statement/Prospectus, and terms used below have the meanings
set forth in the Proxy Statement/Prospectus, unless otherwise defined below. Without admitting in any way that the disclosures
below are material or otherwise required by law, Reliance and Simmons make the following supplemental disclosures:
Background
of the Mergers
The
disclosure under the heading “The Mergers—Background of the Mergers” is hereby supplemented by adding the following
to the Proxy Statement/Prospectus at the end of the first paragraph on page 53.
Reliance
did not enter into any non-disclosure agreements that contained standstill and/or “don’t ask, don’t waive”
provisions that are or were preventing the counterparties from submitting superior offers to acquire Reliance.
Opinion of
Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”)
The
disclosure under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Comparable Company
Analyses” is hereby supplemented by replacing the table (Reliance Comparable Company Analysis) on page 61 of the Proxy Statement/Prospectus
with the following.
Publicly-Traded Midwest
Region Banks With Total Assets $1.25 Billion - $1.75 Billion
|
|
Financials as of September 30, 2018 unless otherwise noted
|
|
|
|
|
|
|
|
|
Market Data (as of 11/9/2018)
|
|
|
YTD Profitability
|
|
|
Balance Sheet
Ratios
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tang.
|
|
|
YTD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Mkt
|
|
|
Stock
|
|
|
Book
|
|
|
Ann.
|
|
|
Div.
|
|
|
Eff.
|
|
|
|
|
|
|
|
|
TCE/
|
|
|
Conc.
|
|
|
Loan/
|
|
|
NPAs/
|
|
|
|
|
|
|
|
Assets
|
|
|
Cap
|
|
|
Price
|
|
|
Value
|
|
|
EPS
|
|
|
Yield
|
|
|
Ratio
|
|
|
NIM
|
|
|
ROAA
|
|
|
TA
|
|
|
Ratio
|
|
|
Dpts
|
|
|
Assets
|
|
Company Name
|
|
City, St
|
|
Ticker
|
|
($mm)
|
|
|
($mm)
|
|
|
($)
|
|
|
(%)
|
|
|
(x)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
Bank First National Corporation
|
|
Manitowoc, WI
|
|
BFC
|
|
|
1,736
|
|
|
|
333
|
|
|
|
50.00
|
|
|
|
219
|
|
|
|
12.9
|
|
|
|
1.6
|
|
|
|
51.0
|
|
|
|
3.81
|
|
|
|
1.45
|
|
|
|
8.83
|
|
|
|
174.4
|
|
|
|
97.0
|
|
|
|
1.38
|
|
Merchants Financial Group, Inc.
2
|
|
Winona, MN
|
|
MFGI
|
|
|
1,694
|
|
|
|
197
|
|
|
|
74.00
|
|
|
|
140
|
|
|
|
11.0
|
|
|
|
1.9
|
|
|
|
69.1
|
|
|
|
4.02
|
|
|
|
1.09
|
|
|
|
8.72
|
|
|
|
152.0
|
|
|
|
100.4
|
|
|
|
1.17
|
|
First Farmers Financial Corporation
2
|
|
Converse, IN
|
|
FFMR
|
|
|
1,682
|
|
|
|
299
|
|
|
|
41.73
|
|
|
|
199
|
|
|
|
11.2
|
|
|
|
2.6
|
|
|
|
53.6
|
|
|
|
4.09
|
|
|
|
1.58
|
|
|
|
8.92
|
|
|
|
73.1
|
|
|
|
93.3
|
|
|
|
1.90
|
|
LCNB Corp.
|
|
Lebanon, OH
|
|
LCNB
|
|
|
1,620
|
|
|
|
220
|
|
|
|
16.55
|
|
|
|
148
|
|
|
|
14.8
|
|
|
|
3.9
|
|
|
|
62.7
|
|
|
|
3.60
|
|
|
|
0.89
|
|
|
|
9.57
|
|
|
|
299.1
|
|
|
|
84.8
|
|
|
|
0.80
|
|
Marquette National Corporation
2
|
|
Chicago, IL
|
|
MNAT
|
|
|
1,592
|
|
|
|
151
|
|
|
|
34.00
|
|
|
|
133
|
|
|
|
9.7
|
|
|
|
2.9
|
|
|
|
77.4
|
|
|
|
3.42
|
|
|
|
0.99
|
|
|
|
7.35
|
|
|
|
400.8
|
|
|
|
85.3
|
|
|
|
1.33
|
|
BankFinancial Corporation
|
|
Burr Ridge, IL
|
|
BFIN
|
|
|
1,532
|
|
|
|
245
|
|
|
|
14.41
|
|
|
|
129
|
|
|
|
15.9
|
|
|
|
2.8
|
|
|
|
66.1
|
|
|
|
3.50
|
|
|
|
1.02
|
|
|
|
12.53
|
|
|
|
358.0
|
|
|
|
98.5
|
|
|
|
0.16
|
|
County Bancorp, Inc.
|
|
Manitowoc, WI
|
|
ICBK
|
|
|
1,515
|
|
|
|
139
|
|
|
|
20.71
|
|
|
|
103
|
|
|
|
9.5
|
|
|
|
1.4
|
|
|
|
53.2
|
|
|
|
2.92
|
|
|
|
1.04
|
|
|
|
8.90
|
|
|
|
102.3
|
|
|
|
99.5
|
|
|
|
3.14
|
|
Hawthorn Bancshares, Inc.
|
|
Jefferson City, MO
|
|
HWBK
|
|
|
1,452
|
|
|
|
136
|
|
|
|
22.66
|
|
|
|
144
|
|
|
|
12.7
|
|
|
|
1.8
|
|
|
|
75.2
|
|
|
|
3.29
|
|
|
|
0.75
|
|
|
|
6.54
|
|
|
|
259.8
|
|
|
|
94.1
|
|
|
|
1.41
|
|
Ames National Corporation
|
|
Ames, IA
|
|
ATLO
|
|
|
1,448
|
|
|
|
251
|
|
|
|
27.01
|
|
|
|
161
|
|
|
|
14.7
|
|
|
|
3.4
|
|
|
|
52.6
|
|
|
|
3.21
|
|
|
|
1.25
|
|
|
|
10.88
|
|
|
|
173.0
|
|
|
|
71.7
|
|
|
|
0.30
|
|
Level One Bancorp, Inc.
|
|
Farmington Hills, MI
|
|
LEVL
|
|
|
1,446
|
|
|
|
206
|
|
|
|
26.64
|
|
|
|
152
|
|
|
|
14.2
|
|
|
|
0.5
|
|
|
|
68.4
|
|
|
|
3.98
|
|
|
|
1.06
|
|
|
|
9.44
|
|
|
|
240.6
|
|
|
|
98.6
|
|
|
|
1.06
|
|
Security National Corporation
2
|
|
Dakota Dunes, SD
|
|
SNLC
|
|
|
1,421
|
|
|
|
230
|
|
|
|
127.10
|
|
|
|
146
|
|
|
|
10.1
|
|
|
|
0.9
|
|
|
|
53.9
|
|
|
|
3.16
|
|
|
|
1.59
|
|
|
|
11.02
|
|
|
|
69.8
|
|
|
|
79.7
|
|
|
|
0.98
|
|
Tri City Bankshares Corporation
2
|
|
Oak Creek, WI
|
|
TRCY
|
|
|
1,411
|
|
|
|
204
|
|
|
|
22.88
|
|
|
|
142
|
|
|
|
13.5
|
|
|
|
2.1
|
|
|
|
70.5
|
|
|
|
3.59
|
|
|
|
1.10
|
|
|
|
10.18
|
|
|
|
271.1
|
|
|
|
68.3
|
|
|
|
1.42
|
|
Mackinac Financial Corporation
|
|
Manistique, MI
|
|
MFNC
|
|
|
1,254
|
|
|
|
170
|
|
|
|
15.89
|
|
|
|
137
|
|
|
|
19.9
|
|
|
|
3.0
|
|
|
|
74.5
|
|
|
|
4.38
|
|
|
|
0.59
|
|
|
|
10.13
|
|
|
|
259.8
|
|
|
|
95.5
|
|
|
|
0.92
|
|
|
|
|
|
High
|
|
|
1,736
|
|
|
|
333
|
|
|
|
127.10
|
|
|
|
219
|
|
|
|
19.9
|
|
|
|
3.9
|
|
|
|
77.4
|
|
|
|
4.38
|
|
|
|
1.59
|
|
|
|
12.53
|
|
|
|
400.8
|
|
|
|
100.4
|
|
|
|
3.14
|
|
|
|
|
|
Low
|
|
|
1,254
|
|
|
|
136
|
|
|
|
14.41
|
|
|
|
103
|
|
|
|
9.5
|
|
|
|
0.5
|
|
|
|
51.0
|
|
|
|
2.92
|
|
|
|
0.59
|
|
|
|
6.54
|
|
|
|
69.8
|
|
|
|
68.3
|
|
|
|
0.16
|
|
|
|
|
|
Mean
|
|
|
1,523
|
|
|
|
214
|
|
|
|
37.97
|
|
|
|
150
|
|
|
|
13.1
|
|
|
|
2.2
|
|
|
|
63.7
|
|
|
|
3.61
|
|
|
|
1.11
|
|
|
|
9.46
|
|
|
|
218.0
|
|
|
|
89.7
|
|
|
|
1.23
|
|
|
|
|
|
Median
|
|
|
1,515
|
|
|
|
206
|
|
|
|
26.64
|
|
|
|
144
|
|
|
|
12.9
|
|
|
|
2.1
|
|
|
|
66.1
|
|
|
|
3.59
|
|
|
|
1.06
|
|
|
|
9.44
|
|
|
|
240.6
|
|
|
|
94.1
|
|
|
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reliance Bancshares, Inc.
|
|
Frontenac, MO
|
|
RLBS
|
|
|
1,514
|
|
|
|
136
|
|
|
|
1.80
|
|
|
|
158
|
|
|
|
21.3
|
|
|
|
0.0
|
|
|
|
62.9
|
|
|
|
2.67
|
|
|
|
0.82
|
|
|
|
5.70
|
|
|
|
591.1
|
|
|
|
92.8
|
|
|
|
0.69
|
|
Note:
1: Bank-level
financials used where holding company information not available
2: Financial
data as of the period ended June 30, 2018
Financials not
adjusted to reflect pending or recently completed acquisitions. Market cap reflects shares issued in transactions which have closed
since September 30, 2018
Source: S&P
Global Market Intelligence; excludes targets of announced mergers
The
disclosure under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Comparable Company
Analyses” is hereby supplemented by replacing the table (Simmons Comparable Company Analysis) on page 62 of the Proxy Statement/Prospectus
with the following.
Publicly-Traded (NASDAQ, NYSE,
NYSEAM) Southeast and Midwest Region Banks With Total Assets $10 Billion - $25 Billion
|
|
Financials as of September 30, 2018 unless otherwise noted
|
|
|
|
|
|
|
|
|
Market Data (as of 11/9/2018)
|
|
|
YTD Profitability
|
|
|
Balance Sheet
Ratios
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tang.
|
|
|
YTD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Mkt
|
|
|
Stock
|
|
|
Book
|
|
|
Ann.
|
|
|
Div.
|
|
|
Eff.
|
|
|
|
|
|
|
|
|
TCE/
|
|
|
Conc.
|
|
|
Loan/
|
|
|
NPAs/
|
|
|
|
|
|
|
|
Assets
|
|
|
Cap
|
|
|
Price
|
|
|
Value
|
|
|
EPS
|
|
|
Yield
|
|
|
Ratio
|
|
|
NIM
|
|
|
ROAA
|
|
|
TA
|
|
|
Ratio
|
|
|
Dpts
|
|
|
Assets
|
|
Company Name
|
|
City, St
|
|
Ticker
|
|
($mm)
|
|
|
($mm)
|
|
|
($)
|
|
|
(%)
|
|
|
(x)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
Pinnacle Financial Partners, Inc.
|
|
Nashville, TN
|
|
PNFP
|
|
|
24,558
|
|
|
|
4,148
|
|
|
|
53.25
|
|
|
|
203
|
|
|
|
11.7
|
|
|
|
1.2
|
|
|
|
46.1
|
|
|
|
3.62
|
|
|
|
1.52
|
|
|
|
8.99
|
|
|
|
284.4
|
|
|
|
94.9
|
|
|
|
0.41
|
|
TCF Financial Corporation
|
|
Wayzata, MN
|
|
TCF
|
|
|
22,905
|
|
|
|
3,737
|
|
|
|
22.40
|
|
|
|
173
|
|
|
|
13.7
|
|
|
|
2.7
|
|
|
|
67.1
|
|
|
|
4.63
|
|
|
|
1.32
|
|
|
|
9.51
|
|
|
|
92.0
|
|
|
|
99.6
|
|
|
|
0.90
|
|
Bank OZK
|
|
Little Rock, AR
|
|
OZK
|
|
|
22,087
|
|
|
|
3,401
|
|
|
|
26.45
|
|
|
|
115
|
|
|
|
8.4
|
|
|
|
3.2
|
|
|
|
35.6
|
|
|
|
4.59
|
|
|
|
1.85
|
|
|
|
13.81
|
|
|
|
314.3
|
|
|
|
93.8
|
|
|
|
0.23
|
|
UMB Financial Corporation
|
|
Kansas City, MO
|
|
UMBF
|
|
|
21,462
|
|
|
|
3,263
|
|
|
|
65.43
|
|
|
|
163
|
|
|
|
14.4
|
|
|
|
1.8
|
|
|
|
70.1
|
|
|
|
3.09
|
|
|
|
1.10
|
|
|
|
9.43
|
|
|
|
106.2
|
|
|
|
67.5
|
|
|
|
0.26
|
|
Chemical Financial Corporation
|
|
Detroit, MI
|
|
CHFC
|
|
|
20,905
|
|
|
|
3,371
|
|
|
|
47.19
|
|
|
|
206
|
|
|
|
12.1
|
|
|
|
2.9
|
|
|
|
51.5
|
|
|
|
3.54
|
|
|
|
1.41
|
|
|
|
8.23
|
|
|
|
217.0
|
|
|
|
95.8
|
|
|
|
0.70
|
|
United Bankshares, Inc.
|
|
Charleston, WV
|
|
UBSI
|
|
|
19,188
|
|
|
|
3,576
|
|
|
|
34.45
|
|
|
|
206
|
|
|
|
14.1
|
|
|
|
3.9
|
|
|
|
49.3
|
|
|
|
3.58
|
|
|
|
1.37
|
|
|
|
9.81
|
|
|
|
276.3
|
|
|
|
94.2
|
|
|
|
0.78
|
|
Flagstar Bancorp, Inc.
|
|
Troy, MI
|
|
FBC
|
|
|
18,697
|
|
|
|
1,845
|
|
|
|
32.02
|
|
|
|
127
|
|
|
|
10.5
|
|
|
|
0.0
|
|
|
|
76.1
|
|
|
|
2.87
|
|
|
|
0.99
|
|
|
|
7.77
|
|
|
|
102.0
|
|
|
|
80.0
|
|
|
|
0.45
|
|
Old National Bancorp
|
|
Evansville, IN
|
|
ONB
|
|
|
17,568
|
|
|
|
2,828
|
|
|
|
18.56
|
|
|
|
209
|
|
|
|
14.8
|
|
|
|
2.8
|
|
|
|
60.9
|
|
|
|
3.51
|
|
|
|
1.10
|
|
|
|
8.08
|
|
|
|
215.5
|
|
|
|
89.6
|
|
|
|
0.97
|
|
BancorpSouth Bank
|
|
Tupelo, MS
|
|
BXS
|
|
|
17,249
|
|
|
|
2,882
|
|
|
|
28.91
|
|
|
|
191
|
|
|
|
12.3
|
|
|
|
2.4
|
|
|
|
65.0
|
|
|
|
3.67
|
|
|
|
1.36
|
|
|
|
8.96
|
|
|
|
235.3
|
|
|
|
93.3
|
|
|
|
0.39
|
|
First Midwest Bancorp, Inc.
|
|
Chicago, IL
|
|
FMBI
|
|
|
14,961
|
|
|
|
2,466
|
|
|
|
23.18
|
|
|
|
205
|
|
|
|
15.4
|
|
|
|
1.9
|
|
|
|
57.7
|
|
|
|
3.87
|
|
|
|
1.07
|
|
|
|
8.21
|
|
|
|
209.8
|
|
|
|
95.9
|
|
|
|
0.53
|
|
Home BancShares, Inc.
|
|
Conway, AR
|
|
HOMB
|
|
|
14,913
|
|
|
|
3,434
|
|
|
|
19.72
|
|
|
|
257
|
|
|
|
11.2
|
|
|
|
2.4
|
|
|
|
37.4
|
|
|
|
4.45
|
|
|
|
2.11
|
|
|
|
9.62
|
|
|
|
286.2
|
|
|
|
101.6
|
|
|
|
0.45
|
|
South State Corporation
|
|
Columbia, SC
|
|
SSB
|
|
|
14,522
|
|
|
|
2,539
|
|
|
|
69.35
|
|
|
|
196
|
|
|
|
14.8
|
|
|
|
2.1
|
|
|
|
56.5
|
|
|
|
4.13
|
|
|
|
1.19
|
|
|
|
9.65
|
|
|
|
210.4
|
|
|
|
93.9
|
|
|
|
0.27
|
|
First Financial Bancorp.
|
|
Cincinnati, OH
|
|
FFBC
|
|
|
13,843
|
|
|
|
2,610
|
|
|
|
26.66
|
|
|
|
237
|
|
|
|
14.7
|
|
|
|
3.0
|
|
|
|
51.8
|
|
|
|
4.05
|
|
|
|
1.28
|
|
|
|
8.60
|
|
|
|
218.8
|
|
|
|
90.7
|
|
|
|
0.47
|
|
Trustmark Corporation
|
|
Jackson, MS
|
|
TRMK
|
|
|
13,440
|
|
|
|
2,095
|
|
|
|
31.22
|
|
|
|
175
|
|
|
|
14.0
|
|
|
|
2.9
|
|
|
|
65.7
|
|
|
|
3.53
|
|
|
|
1.11
|
|
|
|
9.26
|
|
|
|
204.5
|
|
|
|
81.0
|
|
|
|
0.79
|
|
Union Bankshares Corporation
|
|
Richmond, VA
|
|
UBSH
|
|
|
13,372
|
|
|
|
2,268
|
|
|
|
34.37
|
|
|
|
205
|
|
|
|
16.6
|
|
|
|
2.7
|
|
|
|
55.9
|
|
|
|
3.75
|
|
|
|
1.04
|
|
|
|
8.74
|
|
|
|
308.9
|
|
|
|
95.7
|
|
|
|
0.44
|
|
Renasant Corporation
|
|
Tupelo, MS
|
|
RNST
|
|
|
12,747
|
|
|
|
2,109
|
|
|
|
35.92
|
|
|
|
204
|
|
|
|
13.3
|
|
|
|
2.3
|
|
|
|
59.2
|
|
|
|
4.13
|
|
|
|
1.29
|
|
|
|
8.80
|
|
|
|
242.2
|
|
|
|
89.7
|
|
|
|
0.31
|
|
WesBanco, Inc.
|
|
Wheeling, WV
|
|
WSBC
|
|
|
12,599
|
|
|
|
2,282
|
|
|
|
41.80
|
|
|
|
225
|
|
|
|
14.9
|
|
|
|
2.8
|
|
|
|
53.8
|
|
|
|
3.44
|
|
|
|
1.21
|
|
|
|
8.56
|
|
|
|
209.6
|
|
|
|
86.4
|
|
|
|
0.35
|
|
United Community Banks, Inc.
|
|
Blairsville, GA
|
|
UCBI
|
|
|
12,405
|
|
|
|
2,047
|
|
|
|
25.84
|
|
|
|
191
|
|
|
|
12.8
|
|
|
|
2.3
|
|
|
|
55.0
|
|
|
|
3.87
|
|
|
|
1.32
|
|
|
|
8.91
|
|
|
|
198.6
|
|
|
|
80.4
|
|
|
|
0.57
|
|
CenterState Bank Corporation
|
|
Winter Haven, FL
|
|
CSFL
|
|
|
12,274
|
|
|
|
2,362
|
|
|
|
24.69
|
|
|
|
227
|
|
|
|
15.1
|
|
|
|
1.6
|
|
|
|
50.6
|
|
|
|
4.38
|
|
|
|
1.34
|
|
|
|
9.13
|
|
|
|
286.9
|
|
|
|
86.8
|
|
|
|
0.31
|
|
Great Western Bancorp, Inc.
|
|
Sioux Falls, SD
|
|
GWB
|
|
|
12,117
|
|
|
|
2,136
|
|
|
|
36.26
|
|
|
|
195
|
|
|
|
10.2
|
|
|
|
2.8
|
|
|
|
47.1
|
|
|
|
3.89
|
|
|
|
1.34
|
|
|
|
9.62
|
|
|
|
238.3
|
|
|
|
96.0
|
|
|
|
1.51
|
|
Ameris Bancorp
|
|
Moultrie, GA
|
|
ABCB
|
|
|
11,429
|
|
|
|
2,109
|
|
|
|
44.39
|
|
|
|
250
|
|
|
|
18.0
|
|
|
|
0.9
|
|
|
|
55.5
|
|
|
|
3.92
|
|
|
|
1.12
|
|
|
|
7.77
|
|
|
|
280.1
|
|
|
|
92.9
|
|
|
|
1.03
|
|
Heartland Financial USA, Inc.
|
|
Dubuque, IA
|
|
HTLF
|
|
|
11,335
|
|
|
|
1,889
|
|
|
|
54.81
|
|
|
|
225
|
|
|
|
15.9
|
|
|
|
1.0
|
|
|
|
65.4
|
|
|
|
4.28
|
|
|
|
1.07
|
|
|
|
7.70
|
|
|
|
181.2
|
|
|
|
77.0
|
|
|
|
0.64
|
|
TowneBank
|
|
Portsmouth, VA
|
|
TOWN
|
|
|
11,121
|
|
|
|
2,004
|
|
|
|
28.00
|
|
|
|
202
|
|
|
|
15.2
|
|
|
|
2.3
|
|
|
|
62.4
|
|
|
|
3.63
|
|
|
|
1.30
|
|
|
|
9.41
|
|
|
|
248.6
|
|
|
|
95.0
|
|
|
|
0.45
|
|
|
|
|
|
High
|
|
|
24,558
|
|
|
|
4,148
|
|
|
|
69.35
|
|
|
|
257
|
|
|
|
18.0
|
|
|
|
3.9
|
|
|
|
76.1
|
|
|
|
4.63
|
|
|
|
2.11
|
|
|
|
13.81
|
|
|
|
314.3
|
|
|
|
101.6
|
|
|
|
1.51
|
|
|
|
|
|
Low
|
|
|
11,121
|
|
|
|
1,845
|
|
|
|
18.56
|
|
|
|
115
|
|
|
|
8.4
|
|
|
|
0.0
|
|
|
|
35.6
|
|
|
|
2.87
|
|
|
|
0.99
|
|
|
|
7.70
|
|
|
|
92.0
|
|
|
|
67.5
|
|
|
|
0.23
|
|
|
|
|
|
Mean
|
|
|
15,900
|
|
|
|
2,670
|
|
|
|
35.86
|
|
|
|
199
|
|
|
|
13.7
|
|
|
|
2.3
|
|
|
|
56.3
|
|
|
|
3.84
|
|
|
|
1.30
|
|
|
|
9.07
|
|
|
|
224.6
|
|
|
|
90.1
|
|
|
|
0.57
|
|
|
|
|
|
Median
|
|
|
14,522
|
|
|
|
2,466
|
|
|
|
32.02
|
|
|
|
204
|
|
|
|
14.1
|
|
|
|
2.4
|
|
|
|
55.9
|
|
|
|
3.87
|
|
|
|
1.29
|
|
|
|
8.96
|
|
|
|
218.8
|
|
|
|
93.3
|
|
|
|
0.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simmons First National Corporation
|
|
Pine Bluff, AR
|
|
SFNC
|
|
|
16,281
|
|
|
|
2,542
|
|
|
|
27.54
|
|
|
|
204
|
|
|
|
12.0
|
|
|
|
2.2
|
|
|
|
54.9
|
|
|
|
4.03
|
|
|
|
1.37
|
|
|
|
8.11
|
|
|
|
282.0
|
|
|
|
98.1
|
|
|
|
0.54
|
|
Note:
1: Bank-level
financials used where holding company information not available
Financials not
adjusted to reflect pending or recently completed acquisitions. Market cap reflects shares issued in transactions which have closed
since September 30, 2018
Source: S&P
Global Market Intelligence; excludes targets of announced mergers
The
disclosure under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Analysis of
Precedent Transactions” is hereby supplemented by replacing the table on page 63 of the Proxy Statement/Prospectus with
the following.
Midwest Bank Deals Announced
Between January 1, 2016 and November 9, 2018 with Target Assets Between $1.00 Billion and $2.75 Billion
|
|
|
|
|
|
|
|
Transaction
Information
|
|
|
Seller Financial
Information
1
|
|
|
|
|
|
|
|
|
|
|
Price/
|
|
|
|
|
|
Core
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deal
|
|
|
LTM
|
|
|
|
|
|
Deposit
|
|
|
Total
|
|
|
Total
|
|
|
TCE/
|
|
|
LTM
|
|
|
LTM
|
|
|
NPAs/
|
|
|
|
|
|
Annc.
|
|
Value
|
|
|
EPS
|
|
|
TBVPS
|
|
|
Prem.
|
|
|
Assets
|
|
|
Equity
|
|
|
TA
|
|
|
ROAA
|
|
|
ROAE
|
|
|
Assets
|
|
Acquiror
|
|
Target
|
|
Date
|
|
($mm)
|
|
|
(x)
|
|
|
(%)
|
|
|
(%)
|
|
|
($mm)
|
|
|
($mm)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
First
Merchants Corp. (IN)
|
|
MBT Financial Corp. (MI)
|
|
10/10/2018
|
|
|
290.5
|
|
|
|
23.3
|
|
|
|
240
|
|
|
|
NA
|
|
|
|
1,322
|
|
|
|
120
|
|
|
|
9.1
|
|
|
|
0.96
|
|
|
|
9.8
|
|
|
|
0.91
|
|
MidWestOne
Financial Grp Inc. (IA)
|
|
ATBancorp (IA)
|
|
8/22/2018
|
|
|
171.7
|
|
|
|
18.8
|
2
|
|
|
156
|
|
|
|
6.8
|
|
|
|
1,369
|
|
|
|
146
|
|
|
|
10.4
|
|
|
|
0.57
|
2
|
|
|
6.9
|
2
|
|
|
1.15
|
|
First
Busey Corp. (IL)
|
|
Banc Ed Corp. (IL)
|
|
8/22/2018
|
|
|
304.9
|
|
|
|
23.3
|
|
|
|
164
|
|
|
|
7.7
|
|
|
|
1,853
|
|
|
|
192
|
|
|
|
10.1
|
|
|
|
0.71
|
|
|
|
6.8
|
|
|
|
0.18
|
|
Old
National Bancorp (IN)
|
|
Klein Financial Inc. (MN)
|
|
6/21/2018
|
|
|
433.8
|
|
|
|
19.6
|
|
|
|
236
|
|
|
|
14.9
|
2
|
|
|
1,972
|
|
|
|
213
|
|
|
|
9.5
|
|
|
|
1.42
|
|
|
|
13.3
|
|
|
|
0.65
|
|
WesBanco
Inc. (WV)
|
|
Farmers Capital Bank Corp. (KY)
|
|
4/19/2018
|
|
|
378.3
|
|
|
|
26.9
|
|
|
|
195
|
|
|
|
13.9
|
|
|
|
1,686
|
|
|
|
194
|
|
|
|
11.5
|
|
|
|
0.84
|
|
|
|
7.2
|
|
|
|
1.20
|
|
Meta
Financial Group Inc. (SD)
|
|
Crestmark Bancorp Inc. (MI)
|
|
1/9/2018
|
|
|
321.2
|
|
|
|
17.0
|
|
|
|
404
|
|
|
|
27.1
|
|
|
|
1,113
|
|
|
|
111
|
|
|
|
8.8
|
|
|
|
2.15
|
|
|
|
21.3
|
|
|
|
0.68
|
|
Byline
Bancorp Inc. (IL)
|
|
First Evanston Bancorp Inc. (IL)
|
|
11/27/2017
|
|
|
169.0
|
|
|
|
23.2
|
|
|
|
173
|
|
|
|
7.9
|
|
|
|
1,125
|
|
|
|
98
|
|
|
|
8.7
|
|
|
|
0.64
|
|
|
|
7.8
|
|
|
|
0.18
|
|
Midland
States Bancorp Inc. (IL)
|
|
Alpine Bancorp. Inc. (IL)
|
|
10/16/2017
|
|
|
182.7
|
|
|
|
18.2
|
|
|
|
173
|
|
|
|
6.9
|
|
|
|
1,283
|
|
|
|
109
|
|
|
|
8.5
|
|
|
|
1.23
|
|
|
|
14.0
|
|
|
|
0.46
|
|
Old
National Bancorp (IN)
|
|
Anchor Bancorp Inc. (MN)
|
|
8/8/2017
|
|
|
303.3
|
|
|
|
17.1
|
|
|
|
191
|
|
|
|
8.6
|
|
|
|
2,056
|
|
|
|
181
|
|
|
|
7.3
|
|
|
|
0.88
|
|
|
|
10.2
|
|
|
|
0.45
|
|
Associated
Banc-Corp (WI)
|
|
Bank Mutual Corp. (WI)
|
|
7/20/2017
|
|
|
482.3
|
|
|
|
28.8
|
|
|
|
165
|
|
|
|
NA
|
|
|
|
2,668
|
|
|
|
288
|
|
|
|
10.8
|
|
|
|
0.61
|
|
|
|
5.6
|
|
|
|
0.50
|
|
First
Merchants Corp. (IN)
|
|
Independent Alliance Banks Inc (IN)
|
|
2/17/2017
|
|
|
249.7
|
|
|
|
27.8
|
|
|
|
265
|
|
|
|
22.6
|
|
|
|
1,088
|
|
|
|
122
|
|
|
|
10.0
|
|
|
|
0.94
|
|
|
|
8.3
|
|
|
|
0.57
|
|
First
Busey Corp. (IL)
|
|
First Community Finl Partners (IL)
|
|
2/6/2017
|
|
|
242.0
|
|
|
|
20.4
|
|
|
|
200
|
|
|
|
15.0
|
|
|
|
1,268
|
|
|
|
114
|
|
|
|
8.9
|
|
|
|
1.00
|
|
|
|
10.2
|
|
|
|
0.69
|
|
First
Midwest Bancorp Inc. (IL)
|
|
Standard Bancshares Inc. (IL)
|
|
6/28/2016
|
|
|
360.5
|
|
|
|
18.2
|
|
|
|
144
|
|
|
|
5.8
|
|
|
|
2,455
|
|
|
|
252
|
|
|
|
10.2
|
|
|
|
0.80
|
|
|
|
7.7
|
|
|
|
2.25
|
|
WesBanco
Inc. (WV)
|
|
Your Community Bankshares Inc. (IN)
|
|
5/3/2016
|
|
|
214.2
|
|
|
|
14.5
|
|
|
|
173
|
|
|
|
8.8
|
|
|
|
1,550
|
|
|
|
133
|
|
|
|
8.0
|
|
|
|
0.95
|
|
|
|
10.5
|
|
|
|
1.20
|
|
Old
National Bancorp (IN)
|
|
Anchor BanCorp Wisconsin Inc. (WI)
|
|
1/12/2016
|
|
|
445.1
|
|
|
|
8.6
|
3
|
|
|
121
|
|
|
|
4.4
|
|
|
|
2,248
|
|
|
|
367
|
|
|
|
16.3
|
|
|
|
2.34
|
3
|
|
|
17.2
|
3
|
|
|
2.87
|
|
|
|
(15 Transactions)
|
|
High
|
|
|
482.3
|
|
|
|
28.8
|
|
|
|
404
|
|
|
|
27.1
|
|
|
|
2,668
|
|
|
|
367
|
|
|
|
16.3
|
|
|
|
2.34
|
|
|
|
21.3
|
|
|
|
2.87
|
|
|
|
|
|
Low
|
|
|
169.0
|
|
|
|
8.6
|
|
|
|
121
|
|
|
|
4.4
|
|
|
|
1,088
|
|
|
|
98
|
|
|
|
7.3
|
|
|
|
0.57
|
|
|
|
5.6
|
|
|
|
0.18
|
|
|
|
|
|
Mean
|
|
|
303.3
|
|
|
|
20.4
|
|
|
|
200
|
|
|
|
11.6
|
|
|
|
1,670
|
|
|
|
176
|
|
|
|
9.9
|
|
|
|
1.07
|
|
|
|
10.5
|
|
|
|
0.93
|
|
|
|
|
|
Median
|
|
|
303.3
|
|
|
|
19.6
|
|
|
|
173
|
|
|
|
8.6
|
|
|
|
1,550
|
|
|
|
146
|
|
|
|
9.5
|
|
|
|
0.94
|
|
|
|
9.8
|
|
|
|
0.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simmons
First National Corporation
|
|
Reliance Bancshares, Inc.
4
|
|
|
|
|
172.9
|
|
|
|
NM
/ 23.3
|
5
|
|
|
168
|
|
|
|
8.8%
6
/ 7.6%
|
7
|
|
|
1,514
|
|
|
|
128
|
|
|
|
5.7
|
|
|
|
0.78
|
5
|
|
|
8.6
|
5
|
|
|
0.69
|
|
Note:
1: Bank-level
financials used where holding company information not available
2: Excludes
one-time pre-tax gain on asset sale of approximately $25.3 million in 2Q18; tax-affected at assumed effective tax rate of 28.2%
3: Based on
LTM core net income of approximately $50.7 million as reported by Anchor BanCorp Wisconsin Inc.; Excludes reversal of valuation
allowance and one-time gain on branch sale
4: RLBS tangible
book value multiple and core deposit premiums shown on a fully-converted basis; Based on 75,716,428 shares of RLBS common stock
outstanding, 11,000,000 shares of RLBS common stock issued immediately prior to close upon the conversion of RLBS’ $5,500,000
outstanding convertible note, and 73,606 shares of RLBS common stock issued upon conversion of RLBS’ $140,000 outstanding
Series C Preferred Stock
5: Excludes
a one-time tax charge of approximately $10.6 million, per RLBS management, in 4Q2017 attributable to new tax reform legislation
6: Core deposits
defined as total deposits less time deposits greater than $100,000
7: Core deposits
defined as total deposits less time deposits greater than $250,000
Excludes transactions
where deal value was not reported
Source: S&P
Global Market Intelligence; Data as of November 9, 2018
The
disclosure under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Analysis of Precedent
Transactions” is hereby supplemented by replacing the first table on page 65 of the Proxy Statement/Prospectus with the
following:
Nationwide Bank Deals Announced
Between January 1, 2016 and November 9, 2018 with Target Assets Between $1.25 Billion and $1.75 Billion
|
|
|
|
|
|
|
|
Transaction
Information
|
|
|
Seller Financial
Information
1
|
|
|
|
|
|
|
|
|
|
|
Price/
|
|
|
|
|
|
Core
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deal
|
|
|
LTM
|
|
|
|
|
|
Deposit
|
|
|
Total
|
|
|
Total
|
|
|
TCE/
|
|
|
LTM
|
|
|
LTM
|
|
|
NPAs/
|
|
|
|
|
|
Annc.
|
|
Value
|
|
|
EPS
|
|
|
TBVPS
|
|
|
Prem.
|
|
|
Assets
|
|
|
Equity
|
|
|
TA
|
|
|
ROAA
|
|
|
ROAE
|
|
|
Assets
|
|
Acquiror
|
|
Target
|
|
Date
|
|
($mm)
|
|
|
(x)
|
|
|
(%)
|
|
|
(%)
|
|
|
($mm)
|
|
|
($mm)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
|
(%)
|
|
Enterprise
Financial Services (MO)
|
|
Trinity Capital Corp. (NM)
|
|
11/1/2018
|
|
|
212.5
|
|
|
|
NM
|
|
|
|
205
|
|
|
|
10.8
|
|
|
|
1,282
|
|
|
|
100
|
|
|
|
7.8
|
|
|
|
0.18
|
|
|
|
2.2
|
|
|
|
3.58
|
|
First
Merchants Corp. (IN)
|
|
MBT Financial Corp. (MI)
|
|
10/10/2018
|
|
|
290.5
|
|
|
|
23.3
|
|
|
|
240
|
|
|
|
NA
|
|
|
|
1,322
|
|
|
|
120
|
|
|
|
9.1
|
|
|
|
0.96
|
|
|
|
9.8
|
|
|
|
0.91
|
|
MidWestOne
Financial Grp Inc. (IA)
|
|
ATBancorp (IA)
|
|
8/22/2018
|
|
|
171.7
|
|
|
|
18.8
|
2
|
|
|
156
|
|
|
|
6.8
|
|
|
|
1,369
|
|
|
|
146
|
|
|
|
10.4
|
|
|
|
0.57
|
2
|
|
|
6.9
|
2
|
|
|
1.15
|
|
Allegiance
Bancshares Inc. (TX)
|
|
Post Oak Bancshares Inc. (TX)
|
|
4/30/2018
|
|
|
350.4
|
|
|
|
20.8
|
|
|
|
224
|
|
|
|
18.8
|
|
|
|
1,431
|
|
|
|
163
|
|
|
|
11.0
|
|
|
|
1.23
|
|
|
|
11.0
|
|
|
|
0.65
|
|
CenterState
Bank Corp. (FL)
|
|
Charter Financial Corp. (GA)
|
|
4/24/2018
|
|
|
365.0
|
|
|
|
24.9
|
|
|
|
195
|
|
|
|
16.9
|
|
|
|
1,644
|
|
|
|
218
|
|
|
|
11.0
|
|
|
|
0.90
|
|
|
|
6.5
|
|
|
|
0.44
|
|
WesBanco
Inc. (WV)
|
|
Farmers Capital Bank Corp. (KY)
|
|
4/19/2018
|
|
|
378.3
|
|
|
|
26.9
|
|
|
|
195
|
|
|
|
13.9
|
|
|
|
1,686
|
|
|
|
194
|
|
|
|
11.5
|
|
|
|
0.84
|
|
|
|
7.2
|
|
|
|
1.20
|
|
TriCo
Bancshares (CA)
|
|
FNB Bancorp (CA)
|
|
12/11/2017
|
|
|
317.5
|
|
|
|
24.2
|
|
|
|
260
|
|
|
|
21.2
|
|
|
|
1,275
|
|
|
|
121
|
|
|
|
9.2
|
|
|
|
1.03
|
|
|
|
11.2
|
|
|
|
1.12
|
|
Kearny
Financial Corp. (NJ)
|
|
Clifton Bancorp Inc (NJ)
|
|
11/1/2017
|
|
|
401.8
|
|
|
|
NM
|
|
|
|
139
|
|
|
|
19.0
|
|
|
|
1,525
|
|
|
|
288
|
|
|
|
18.9
|
|
|
|
0.37
|
|
|
|
1.7
|
|
|
|
0.39
|
|
IBERIABANK
Corp. (LA)
|
|
Gibraltar Private B&TC (FL)
|
|
10/19/2017
|
|
|
228.3
|
|
|
|
42.3
|
|
|
|
159
|
|
|
|
9.1
|
|
|
|
1,579
|
|
|
|
144
|
|
|
|
9.1
|
|
|
|
0.33
|
|
|
|
3.8
|
|
|
|
1.09
|
|
Midland
States Bancorp Inc. (IL)
|
|
Alpine Bancorp. Inc. (IL)
|
|
10/16/2017
|
|
|
182.7
|
|
|
|
18.2
|
|
|
|
173
|
|
|
|
6.9
|
|
|
|
1,283
|
|
|
|
109
|
|
|
|
8.5
|
|
|
|
1.23
|
|
|
|
14.0
|
|
|
|
0.46
|
|
Pacific
Premier Bancorp (CA)
|
|
Plaza Bancorp (CA)
|
|
8/9/2017
|
|
|
226.2
|
|
|
|
17.0
|
|
|
|
187
|
|
|
|
12.5
|
|
|
|
1,266
|
|
|
|
126
|
|
|
|
9.4
|
|
|
|
1.12
|
|
|
|
10.9
|
|
|
|
0.16
|
|
TowneBank
(VA)
|
|
Paragon Commercial Corp. (NC)
|
|
4/27/2017
|
|
|
324.4
|
|
|
|
22.1
|
|
|
|
237
|
|
|
|
NA
|
|
|
|
1,504
|
|
|
|
136
|
|
|
|
9.1
|
|
|
|
0.95
|
|
|
|
11.3
|
|
|
|
0.46
|
|
Heartland
Financial USA Inc. (IA)
|
|
Citywide Banks of Colorado Inc (CO)
|
|
2/13/2017
|
|
|
202.7
|
|
|
|
18.9
|
|
|
|
182
|
|
|
|
8.2
|
|
|
|
1,377
|
|
|
|
117
|
|
|
|
8.1
|
|
|
|
0.80
|
|
|
|
9.5
|
|
|
|
0.95
|
|
First
Busey Corp. (IL)
|
|
First Community Finl Partners (IL)
|
|
2/6/2017
|
|
|
242.0
|
|
|
|
20.4
|
|
|
|
200
|
|
|
|
15.0
|
|
|
|
1,268
|
|
|
|
114
|
|
|
|
8.9
|
|
|
|
1.00
|
|
|
|
10.2
|
|
|
|
0.69
|
|
Southern
National Bncp of VA (VA)
|
|
Eastern Virginia Bankshares (VA)
|
|
12/13/2016
|
|
|
180.9
|
|
|
|
21.9
|
|
|
|
155
|
|
|
|
7.2
|
|
|
|
1,315
|
|
|
|
135
|
|
|
|
7.4
|
|
|
|
0.65
|
|
|
|
6.4
|
|
|
|
1.59
|
|
Collins
Family Trust (TX)
|
|
Inter National Bank (TX)
|
|
11/3/2016
|
|
|
260.0
|
|
|
|
15.0
|
|
|
|
103
|
|
|
|
1.0
|
|
|
|
1,708
|
|
|
|
463
|
|
|
|
16.8
|
|
|
|
0.97
|
|
|
|
3.8
|
|
|
|
0.80
|
|
Access
National Corp. (VA)
|
|
Middleburg Financial Corp. (VA)
|
|
10/24/2016
|
|
|
263.9
|
|
|
|
32.5
|
|
|
|
201
|
|
|
|
15.2
|
|
|
|
1,335
|
|
|
|
129
|
|
|
|
9.4
|
|
|
|
0.59
|
|
|
|
6.1
|
|
|
|
1.76
|
|
Cathay
General Bancorp (CA)
|
|
SinoPac Bancorp (CA)
|
|
7/8/2016
|
|
|
340.0
|
|
|
|
32.6
|
|
|
|
124
|
|
|
|
10.6
|
|
|
|
1,351
|
|
|
|
299
|
|
|
|
20.6
|
|
|
|
0.80
|
|
|
|
3.6
|
|
|
|
0.34
|
|
Bar
Harbor Bankshares (ME)
|
|
Lake Sunapee Bank Grp (NH)
|
|
5/5/2016
|
|
|
145.6
|
|
|
|
15.8
|
|
|
|
164
|
|
|
|
5.7
|
|
|
|
1,563
|
|
|
|
140
|
|
|
|
5.8
|
|
|
|
0.61
|
|
|
|
6.5
|
|
|
|
0.82
|
|
WesBanco
Inc. (WV)
|
|
Your Community Bankshares Inc. (IN)
|
|
5/3/2016
|
|
|
214.2
|
|
|
|
14.5
|
|
|
|
173
|
|
|
|
8.8
|
|
|
|
1,550
|
|
|
|
133
|
|
|
|
8.0
|
|
|
|
0.95
|
|
|
|
10.5
|
|
|
|
1.20
|
|
OceanFirst
Financial Corp. (NJ)
|
|
Cape Bancorp Inc. (NJ)
|
|
1/5/2016
|
|
|
205.7
|
|
|
|
15.4
|
|
|
|
140
|
|
|
|
5.3
|
|
|
|
1,602
|
|
|
|
168
|
|
|
|
9.1
|
|
|
|
0.84
|
|
|
|
7.4
|
|
|
|
0.78
|
|
|
|
(21 Transactions)
|
|
High
|
|
|
401.8
|
|
|
|
42.3
|
|
|
|
260
|
|
|
|
21.2
|
|
|
|
1,708
|
|
|
|
463
|
|
|
|
20.6
|
|
|
|
1.23
|
|
|
|
14.0
|
|
|
|
3.58
|
|
|
|
|
|
Low
|
|
|
145.6
|
|
|
|
14.5
|
|
|
|
103
|
|
|
|
1.0
|
|
|
|
1,266
|
|
|
|
100
|
|
|
|
5.8
|
|
|
|
0.18
|
|
|
|
1.7
|
|
|
|
0.16
|
|
|
|
|
|
Mean
|
|
|
262.1
|
|
|
|
22.4
|
|
|
|
181
|
|
|
|
11.2
|
|
|
|
1,440
|
|
|
|
170
|
|
|
|
10.4
|
|
|
|
0.81
|
|
|
|
7.6
|
|
|
|
0.98
|
|
|
|
|
|
Median
|
|
|
242.0
|
|
|
|
20.8
|
|
|
|
182
|
|
|
|
10.6
|
|
|
|
1,377
|
|
|
|
136
|
|
|
|
9.1
|
|
|
|
0.84
|
|
|
|
7.2
|
|
|
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simmons
First National Corporation
|
|
Reliance Bancshares, Inc.
3
|
|
|
|
|
172.9
|
|
|
|
NM
/ 23.3
|
4
|
|
|
168
|
|
|
|
8.8%
5
/ 7.6%
|
6
|
|
|
1,514
|
|
|
|
128
|
|
|
|
5.7
|
|
|
|
0.78
|
4
|
|
|
8.6
|
4
|
|
|
0.69
|
|
Note:
1: Bank-level financials used where holding company information not available
2: Excludes one-time pre-tax gain on asset sale of approximately $25.3 million in 2Q18; tax-affected at assumed effective tax rate of 28.2%
3: RLBS tangible book value multiple and core deposit premiums shown on a fully-converted basis; Based on 75,716,428 shares of RLBS common stock outstanding, 11,000,000 shares of RLBS common stock issued immediately prior to close upon the conversion of RLBS’ $5,500,000 outstanding convertible note, and 73,606 shares of RLBS common stock issued upon conversion of RLBS’ $140,000 outstanding Series C Preferred Stock
4: Excludes a one-time tax charge of approximately $10.6 million, per RLBS management, in 4Q2017 attributable to new tax reform legislation
5: Core deposits defined as total deposits less time deposits greater than $100,000
6: Core deposits defined as total deposits less time deposits greater than $250,000
Excludes transactions where deal value was not reported
Source: S&P Global Market Intelligence; Data as of November 9, 2018
The disclosure
under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Net Present Value Analyses”
is hereby supplemented by adding the following table after the Imputed Present Values per Share Based on Earnings Multiples chart
on page 66 of the Proxy Statement/Prospectus:
The following
table describes the discount rate calculation for Reliance common stock prepared by Sandler O’Neill. In its normal course
of business, Sandler O’Neill employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount
rate in which the discount rate equals the risk free rate plus the equity risk premium plus the size premium plus the industry
premium.
Calculation of Discount Rate
|
Risk Free Rate
|
|
|
3.50
|
%
|
Equity Risk Premium
|
|
|
5.00
|
%
|
Size Premium
|
|
|
3.48
|
%
|
Industry Premium
|
|
|
0.70
|
%
|
Discount Rate
|
|
|
12.68
|
%
|
The disclosure
under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Net Present Value Analyses”
is hereby supplemented by adding the following table after the Imputed Present Values per Share Based on Earnings Multiples chart
on page 67 of the Proxy Statement/Prospectus:
The following
table describes the discount rate calculation for Simmons common stock prepared by Sandler O’Neill. In its normal course
of business, Sandler O’Neill employs the Duff & Phelps Cost of Capital Navigator and Bloomberg in determining an appropriate
discount rate in which the discount rate equals the risk free rate plus the product of the 2-year adjusted beta for Simmons common
stock and the equity risk premium, plus the size premium.
Calculation of Discount Rate
|
Risk Free Rate
|
|
|
3.50
|
%
|
2 Year Beta of Stock
|
|
|
102.9
|
%
|
Equity Risk Premium
|
|
|
5.00
|
%
|
Size Premium
|
|
|
1.64
|
%
|
Discount Rate
|
|
|
10.29
|
%
|
The disclosure
under the heading “The Mergers—Opinion of Sandler O’Neill & Partners, L.P.—Sandler O’Neill’s Relationship”
is hereby supplemented by amending and restating the first paragraph of this section on page 68 with the following:
Sandler
O’Neill’s Relationship.
Sandler O’Neill received a fee equal to $225,000 for rendering its opinion
to the Reliance board of directors. Sandler O’Neill did not provide any other investment banking services to Reliance in
the two years preceding the date of Sandler O’Neill’s opinion. In the two years preceding the date of Sandler O’Neill’s
opinion, Sandler O’Neill acted as underwriter in connection with the offer and sale of Simmons subordinated debt, which
transaction closed in March 2018. Sandler O’Neill received $1,881,000 in compensation for acting as underwriter in such offering.
Sandler O’Neill did not provide any other investment banking services to Simmons during the two years preceding the date
of Sandler O’Neill’s opinion. In addition, in the ordinary course of Sandler O’Neill’s business as a broker-dealer,
Sandler O’Neill may purchase securities from and sell securities to Reliance, Simmons and their respective affiliates. Sandler
O’Neill may also actively trade the equity and debt securities of Reliance and Simmons or their respective affiliates for
Sandler O’Neill’s own account and for the accounts of its customers.
The disclosure
under the heading “The Mergers—Certain Unaudited Prospective Financial Information” is hereby supplemented by
amending and restating the second full paragraph on page 70 of the Proxy Statement/Prospectus:
For purposes
of Sandler O’Neill’s net present value analysis for Simmons, Sandler O’Neill utilized publicly available median
analyst earnings per share estimates for Simmons for the quarter ending December 31, 2018 and the years ending December 31, 2019
and December 31, 2020 equal to $0.61, $2.44 and $2.67, respectively. The following table presents a summary of estimated long-term
annual earnings per share and balance sheet growth rates for Simmons for the years ending December 31, 2021 and December 31, 2022
and estimated dividends per share for the quarter ending December 31, 2018 and the years ending December 31, 2019 through December
31, 2022, as provided to Sandler O’Neill by the senior management of Simmons.
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 acquisition of Reliance by Simmons (the “Proposed Transaction”).
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended, 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 Proposed Transaction, Simmons has filed with the SEC a Registration Statement on Form S-4 (File No. 333-229378)
(the “Registration Statement”) that includes a proxy statement of Reliance and a prospectus of Simmons (the “Proxy
Statement/Prospectus”), and Simmons may file with the SEC other relevant documents concerning the Proposed Transaction.
The definitive Proxy Statement/Prospectus was first mailed to shareholders of Reliance on or about March 6, 2019.
Shareholders
are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the Proposed Transaction carefully and
in their entirety and any other relevant documents filed with the SEC by Simmons, as well as any amendments or supplements to
those documents, because they contain important information about the Proposed Transaction.
Free
copies of the Registration Statement and the Proxy Statement/Prospectus, as well as other filings containing information about
Simmons, may be obtained at the SEC’s website (http://www.sec.gov), when they are filed by Simmons. You will also be able
to obtain these documents, when they are filed, free of charge, from Simmons at www.simmonsbank.com under the heading “Investor
Relations.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Simmons
First National Corporation, 501 Main Street, Pine Bluff, Arkansas 71601, Attention: Stephen C. Massanelli, Investor Relations
Officer, Telephone: (870) 541-1000 or to Reliance Bancshares, Inc., 10401 Clayton Road, Frontenac, Missouri 63131, Attention:
Allan Ivie, Telephone: (314) 569-7209.
Participants
in the Solicitation
Simmons,
Reliance and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Reliance in connection with the Proposed Transaction. Information about Simmons’ directors
and executive officers is available in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the
SEC on March 14, 2018. Information regarding all of the persons who may, under the rules of the SEC, be deemed participants in
the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the Proxy Statement/Prospectus regarding the Proposed Transaction and other relevant materials to be filed with the SEC when
they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking
Statements
Certain statements
contained in this Current Report on Form 8-K may not be based on historical facts and are “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,” “estimate,”
“expect,” “foresee,” “may,” “might,” “will,” “would,”
“could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms. These
forward-looking statements include, without limitation, statements relating to the impact Simmons expects the Proposed Transaction
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 Proposed Transaction. Readers are cautioned not to place undue reliance on the forward-looking
statements contained in this document in that actual results could differ materially from those indicated in such forward-looking
statements, due to a variety of factors. These factors, include, but are not limited to, the ability to obtain regulatory approvals
and meet other closing conditions to the Proposed Transaction, including approval by Reliance’s shareholders on the expected
terms and schedule, delay in closing the Proposed Transaction, difficulties and delays in integrating the Reliance business or
fully realizing cost savings and other benefits of the Proposed Transaction, business disruption following the Proposed Transaction,
changes in interest rates and capital markets, inflation, customer acceptance of the Company’s products and services, and
other risk factors. Other relevant risk factors may be detailed from time to time in the Company’s press releases and filings
with the SEC. 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 the Company and Reliance undertake no obligation, and specifically
decline any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments
or otherwise.