PINE BLUFF, Arkansas (GLOBE NEWSWIRE) — Simmons First National Corporation (NASDAQ: SFNC) (“Simmons” or “Company”) announced today that it has entered into two separate definitive agreements to acquire Landmark Community Bank (“Landmark”), based in Collierville, Tenn., and Triumph Bancshares, Inc. (“Triumph”), the parent company of Triumph Bank, based in Memphis, Tennessee.
Simmons Bank has three locations in Jackson – 1862 U.S. Highway 45 Bypass, 480 Oil Well Road and 1995 South Highland Avenue.
“Landmark and Triumph are two successful, local community banks who share our philosophy of a strong credit culture, significant community involvement and a passion for delivering excellent customer service,” said George A. Makris, Jr., Simmons’ chairman and CEO, “The opportunity to combine forces with these two institutions also highly complements our existing footprint in Tennessee and enhances our scale in two of our key growth markets – Memphis and Nashville. In addition to cultural and geographic synergies, the financial metrics of these mergers are compelling and consistent with our M&A strategy of partnering with high-quality banks within our current footprint that represent an efficient use of our capital and delivers on our commitment of building long-term value for our shareholders. We’re very excited to welcome our newest partners to the Simmons organization.”
On a pro forma basis, the proposed Landmark and Triumph transactions (together, the “Proposed Transactions”) will create the 9th largest bank in Tennessee (based upon deposit market share) while vaulting Simmons’ ranking in Memphis from 35th to 6th and in Nashville from 20th to 15th.
“We believe the opportunity to join the Simmons team is very positive for Landmark’s stakeholders,” said James “Jake” Farrell, Landmark’s chairman, president and CEO. “We are excited to become part of the Simmons organization, and we look forward to using Simmons’ resources to strengthen and expand our business while continuing to provide locally focused banking services to our customers. With access to Simmons’ broader array of consumer and commercial products, combined with their leading-edge digital capabilities, we will be able to provide greater benefits to our customers and the communities we serve.”
Simmons has a long history of supporting the communities it serves. The Simmons First Foundation (“Foundation”) is committed to serving youth in the fields of education and health care across the bank’s footprint. The Foundation also supports underserved, low-to-moderate income families by funding housing and environmental initiatives. Since 2014, the bank’s contributions have totaled more than $13 million. Beginning in 2021, the Foundation is utilizing a new $3 million endowment for environmentally focused grants with interests in conservation and other agricultural projects. In connection with the Proposed Transactions, Simmons is reviewing plans for expanding its branch coverage in Memphis.
“For years, Triumph Bank has put its clients at the center of its focus, and partnering with Simmons provides our organization with the ability to continue to grow with our clients and meet their changing needs,” said William J. Chase, Jr., Triumph’s president and CEO, “In addition to being able to offer our clients a wider breadth of banking products and services, we will have a greater capacity to lend while continuing to deliver the same excellent customer service and active community involvement.”
Simmons’ Proposed Transaction with Landmark includes consideration consisting of a mixture of cash and Simmons’ common stock valued at approximately $146.3 million (based on the Company’s June 4, 2021 closing price), subject to certain conditions and potential adjustments. Simmons’ Proposed Transaction with Triumph also includes consideration consisting of a mixture of cash and Simmons’ common stock valued at approximately $131.6 million (based on the Company’s June 4, 2021 closing price), subject to certain conditions and potential adjustments. The cash consideration in both Proposed Transactions will be used primarily for payments to Landmark’s and Triumph’s respective optionholders.
The combined purchase price for the Proposed Transactions is estimated at approximately 147 percent of the combined tangible book value of Landmark and Triumph (as of March 31, 2021). Simmons estimates the Proposed Transactions, on a combined basis, to be approximately 7.5 percent accretive to earnings per share in 2022 (excluding one-time transaction expenses) and slightly accretive to tangible book value per share (including the impact of one-time transaction expenses and CECL “day two” accounting). Simmons expects to achieve cost savings of approximately 40 percent of Landmark’s and Triumph’s combined operating noninterest expense base through operational and administrative efficiency improvements. While revenue synergies have been identified, they have not been included in estimates.
