Bank of the Ozark’s $216M Acquisition Nears Its Summit

The pending acquisition of Summit Bancorp Inc. of Arkadelphia by Bank of the Ozarks Inc. of Little Rock is heading into the station. Since the Jan. 30 announcement, the approval process has moved at a rapid clip.

Summit Bancorp shareholders said yes to the deal at a special May 5 meeting. Described as a $216 million transaction, the sale is expected to be completed by the end of this week.

The tracks for the merger train were laid in June 2013 after officials at Stephens Inc. of Little Rock met with executive leadership at Summit to present strategic alternatives.

Should the $1.2 billion-asset lender remain a privately held, independent concern? Hit the acquisition trail? Expand its branch network and services?

Make an initial public offering and sell its stock on the open market? Present Summit to suitors for a potential sale?

In July, Stephens was hired to advise Summit on possible business combinations with Summit initially looking to acquire.

From July through November, meetings and discussions were conducted with six potential merger partners.

Bank of the Ozarks entered the picture on Oct. 11.

This initial contact culminated in a Nov. 20 meeting after company officials reviewed Summit’s confidential information memorandum.

In attendance at the get-together were Ross Whipple, chairman and CEO of Summit Bancorp, and George Gleason, chairman and CEO of Bank of the Ozarks.

The corporate dinner date went well, and further negotiations led to Bank of the Ozarks performing due diligence on Summit from Dec. 6-Jan. 3. Summit did its own due diligence on Bank of the Ozarks to help evaluate the company’s stock, a huge component covering at least 80 percent of the pending transaction.

Continued negotiations resulted in a merger agreement that was reviewed and approved unanimously by the Summit board of directors on Jan. 29. As a group, the directors will receive more than $131 million worth of stock and cash from Bank of the Ozarks.

Ross Whipple, who signed a nominal five-year non-compete agreement as part of the sale, will join the board of directors at Bank of the Ozarks.

Stephens collected a $400,000 fee for its work on the fairness opinion regarding the transaction.

The investment firm stands to collect about $1.9 million more when the deal is done.

Summit Bancorp Shareholders, Directors & Executives

*Includes interest in the company’s 401(k) profit-sharing plan
**Consideration for merger with Bank of the Ozarks Inc.
#Excludes Whipple’s interest

Source: U.S. Securities & Exchange Commission