SEC Comment Letter for HOME BANCSHARES INC (HOMB) (CIK 0001331520) (HOMB) — Dec 28, 2016
HOME BANCSHARES INC (HOMB) (CIK 0001331520)
Date: Dec. 28, 2016 · CIK: 0001331520 · Accession: 0000000000-16-106676
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214957
Letter
Mail Stop 4720 December 28, 2016 C. Randall Sims Chief Executive Officer Home Bancshares, Inc. 719 Harkrider Street, Suite 100 Conway, AR 72032
Re: Home Bancshares, Inc. Registration Statement on Form S-4 Filed December 7, 2016 File No. 333-214957
Dear Mr. Sims :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Prospectus Cover Page
1. Please disclose the closing price of your common stock as of the most recent practicable date.
Questions and Answers, page 1
Q: Does GHI expect to pay any dividends to the GHI shareholders before the merger?, page 5
2. We note that the Merger Agreement contemplates that, prior to the merger, GHI will declare a special cash dividend payable to its shareholders and that the dividend is related to collection on certain troubled assets. Please expand yo ur disclosure to provide the dollar amount of the “specified assets, ” an estimate as to the amount of this dividend, as well as your reasonable estimation as to the likelihood of collection on these assets.
C. Randall Sims Home Bancshares, Inc. December 28, 2016 Page 2
Item 21. Exhibits and Financial Statement Sche dules
3. Please remove “Form of” from your description of Exhibit 8.1.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact William H. Dorton, Staff Attorney, at (202) 551 -3107 or me at (202) 551 - 3434 with any questions.
Sincerely,
/s/ Michael Clampitt
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Mail Stop 4720 December 28, 2016 C. Randall Sims Chief Executive Officer Home Bancshares, Inc. 719 Harkrider Street, Suite 100 Conway, AR 72032 Re: Home Bancshares, Inc. Registration Statement on Form S-4 Filed December 7, 2016 File No. 333-214957 Dear Mr. Sims : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Prospectus Cover Page 1. Please disclose the closing price of your common stock as of the most recent practicable date. Questions and Answers, page 1 Q: Does GHI expect to pay any dividends to the GHI shareholders before the merger?, page 5 2. We note that the Merger Agreement contemplates that, prior to the merger, GHI will declare a special cash dividend payable to its shareholders and that the dividend is related to collection on certain troubled assets. Please expand yo ur disclosure to provide the dollar amount of the “specified assets, ” an estimate as to the amount of this dividend, as well as your reasonable estimation as to the likelihood of collection on these assets. C. Randall Sims Home Bancshares, Inc. December 28, 2016 Page 2 Item 21. Exhibits and Financial Statement Sche dules 3. Please remove “Form of” from your description of Exhibit 8.1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact William H. Dorton, Staff Attorney, at (202) 551 -3107 or me at (202) 551 - 3434 with any questions. Sincerely, /s/ Michael Clampitt Michael Clampitt Senior Staff Attorney Office of Financial Services cc: C. Douglas Buford, Jr. Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.