Item 2.02
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Results of Operations and Financial Condition.
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Home BancShares, Inc. (we, the Company or Home) expects to announce its results for the quarter and year
ended December 31, 2021 on January 20, 2022. However, in connection with a proposed public offering of its subordinated notes, the Company intends to file a preliminary prospectus supplement (the Prospectus Supplement) to the
base prospectus included in our shelf registration statement on Form S-3 (No. 333-261495), filed with the U.S. Securities and Exchange Commission (SEC) on
December 3, 2021. The Prospectus Supplement describes certain information related to the Companys financial condition and results of operations for the period ended December 31, 2021, as set forth below.
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 Wall Street consensus estimates for the fourth quarter 2021. Revenue was down slightly due primarily to a decrease in PPP accretion income for loan forgiveness from the
third quarter to the fourth quarter 2021. Net income for the fourth quarter 2021 was also slightly lower than third quarter 2021 but exceeded internal and analyst expectations. While we experienced modest organic loan growth during the fourth
quarter, total loans receivable for the period was down slightly due to additional PPP loans being forgiven that offset the organic loan growth. We currently do not anticipate that any provision for credit losses on loans will be necessary in the
fourth quarter. Overall, we expect the results for fourth quarter 2021 to represent business as usual for Home.
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 SEC, including our Annual Report on Form
10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.
Item 7.01
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Regulation FD Disclosure.
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On January 13, 2022, the Company issued a press release announcing that it plans to offer, subject to market and other offering
conditions, $300 million of its fixed-to-floating rate subordinated notes due 2032 in an underwritten public offering (the Offering). A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
As previously announced, the Company, Centennial Bank (Centennial), HOMB Acquisition Sub III, Inc., Happy Bancshares, Inc.
(Happy) and Happy State Bank (HSB) entered into an Agreement and Plan of Merger, dated September 15, 2021, as amended October 18, 2021 and further amended November 8, 2021, under which the Company and
Centennial will acquire Happy and HSB. In connection with the Offering, the Company is providing certain unaudited pro forma combined consolidated financial information regarding the combined company as of and for the nine months ended
September 30, 2021 and for the year ended December 31, 2020 (the Unaudited Pro Forma Combined Consolidated Financial Information) and Happys unaudited consolidated financial statements as of September 30, 2021 and
for the three and nine months ended September 30, 2021 and 2020 and Happys audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 (the Happy Financial Statements), which were
originally included in the Companys joint proxy statement/prospectus that was a part of its Registration Statement on Form S-4/A filed with the SEC on November 9, 2021 (which Registration Statement
is not incorporated by reference in or a part of this Current Report on Form 8-K). The Unaudited Pro Forma Combined Consolidated Financial Information and the Happy Financial Statements are included as
Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.