Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit 2.1:
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Agreement and Plan of Merger by and between Southwest and Simmons First National Corporation, dated as of December 14, 2016.
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Exhibit 99.1:
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Joint Press Release issued by Southwest and Simmons on December 14, 2016
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Caution About Forward-Looking Statements
We make forward-looking statements in this Form
8-K
and in the press release that are subject to risks
and uncertainties. We intend these statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Southwest does not intend, and undertakes no
obligation, to update or revise any forward-looking statements contained in this Form
8-K
and the press release, whether as a result of differences in actual results, changes in assumptions, or changes in
other factors affecting such statements, except as required by law.
Certain statements contained in this communication may not be based
on historical facts and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, those relating to Southwests or
Simmonss future growth, revenue, assets, asset quality, profitability and customer service, critical accounting policies, net interest margin,
non-interest
revenue, market conditions related to common
stock repurchase programs, allowances for loan losses, the effects of certain new accounting standards on financial statements, income tax deductions, credit quality, the levels of credit losses from lending commitments, net interest revenues,
interest rate sensitivities, loan loss experiences, liquidity, capital resources, market risk, earnings, effects of pending litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.
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, changes in Southwests or Simmonss operating or expansion strategy, availability of and
costs associated with obtaining adequate and timely sources of liquidity, the ability to maintain credit quality, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of Southwest or Simmons to
collect amounts due under loan agreements, changes in consumer preferences, effectiveness of Southwests or Simmonss interest rate risk management strategies, laws and regulations affecting financial institutions in general or relating to
taxes, the effect of pending or future legislation, the ability of Southwest or Simmons to repurchase its common stock on favorable terms, ability to obtain regulatory approvals and meet other closing conditions to the Acquisition, including
approval by Simmonss and Southwests respective shareholders on the expected terms and schedule, delay
in closing the Acquisition, difficulties and delays in integrating Southwests business or fully realizing cost savings and other benefits of the Acquisition, business disruption following
the Acquisition, changes in interest rates and capital markets, inflation, customer acceptance of Southwests or Simmonss products and services, and other risk factors. Other relevant risk factors may be detailed from time to time in
Southwests or Simmonss press releases and filings with the Securities and Exchange Commission.
Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose only, are not forecasts, and may not reflect actual results.
Important Additional
Information and Where to Find It
In connection with the proposed Acquisition, Simmons will file with the SEC a Registration Statement on Form
S-4
that will include a joint proxy statement of Southwest and Simmons and a prospectus of Simmons, as well as other relevant documents concerning the proposed transaction. This communication 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. SHAREHOLDERS OF SOUTHWEST AND SIMMONS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
ACQUISITION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY SOUTHWEST AND SIMMONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the joint proxy statement/prospectus, as well as other filings containing information about Southwest and Simmons, may be obtained at the
SECs Internet site (http://www.sec.gov), when they are filed by Southwest or Simmons. You will also be able to obtain the joint proxy statement/prospectus, when it is filed, free of charge, from Simmons at www.simmonsbank.com under the heading
Investor Relations. Copies of the joint proxy statement/prospectus can also be obtained, when it becomes available, free of charge, by directing a request to Southwest Bancorp, Inc., 608 South Main Street, Stillwater, OK 74074,
Attention: Joe Shockley, CFO or Rusty LaForge, EVP, General Counsel & Investor Relations, Telephone: (405)
742-1800,
or to Simmons First National Corporation, 501 Main Street, Pine Bluff, Arkansas
71601, Attention: J. Burton Hicks, SVP and Investor Relations Officer, Telephone: (870)
541-1000.
Simmons,
Southwest and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Simmons and Southwest, respectively, in connection with the proposed merger.
Information about the directors and executive officers of Simmons and Southwest, and their respective ownership of Simmons common stock and Southwest common stock is set forth in the proxy statement for Simmons 2016 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on March 14, 2016, and in the proxy statement for Southwests 2016 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 7, 2016. Additional information
regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of
this document may be obtained as described in the preceding paragraph.