Under the terms of the merger agreement, each Mountain Commerce shareholder received 0.850 shares of Home BancShares common stock for each MCBI share, plus cash in lieu of fractional shares. Based on a 20-trading-day volume-weighted average closing price of Home BancShares stock of $27.66 through December 5, 2025, the implied per-share consideration was $23.51 and the aggregate implied transaction value was approximately $150.1 million at announcement; Home BancShares' April 1, 2026 closing press release cited a value of approximately $146 million for the roughly 5.4 million shares issued at closing. The deal priced Mountain Commerce at approximately 105% of tangible book value and 8.1 times estimated 2026 earnings per share, according to Home BancShares' investor presentation. Mountain Commerce shareholders were expected to own approximately 3% of the combined company.
Home BancShares described the deal as "immediately triple accretive," projecting EPS accretion of approximately 1.4% in 2026 and 3.0% in 2027 (assuming 25% realization of cost savings in 2026, rising to full realization in 2027; full realization in 2026 would imply approximately 2.4% EPS accretion), book value per share accretion of 0.7%, and tangible book value per share accretion of 0.2% at closing, per the December 8, 2025 press release and investor presentation. Pro forma capital ratios at closing were projected at a 15.9% CET1 ratio and an 18.5% total capital ratio, with return on average tangible common equity expected to increase by approximately 35 basis points.
Home BancShares disclosed expected cost savings equal to approximately 20% of Mountain Commerce's noninterest expense base, with 25% phased in during 2026 and the full amount realized thereafter, alongside one-time merger and integration costs of approximately $14 million pre-tax. Key purchase accounting assumptions disclosed in the investor presentation included a 2.1% credit mark and a 3.3% interest rate mark on acquired loans (accreted over five years on a straight-line basis), an approximately $16 million pre-tax accumulated other comprehensive income securities markdown (accreted over seven years straight-line), and a core deposit intangible of 3.0% of non-time deposits amortized on a sum-of-the-years-digits basis over 10 years. The transaction assumed no revenue synergies.
As of December 31, 2025, Mountain Commerce had approximately $1.77 billion in total assets, $1.49 billion in loans, and $1.54 billion in deposits, operating seven branches in the Knoxville, Johnson City, and Brentwood areas of Tennessee, with an eighth branch scheduled to open by the end of the first quarter of 2026. The investor presentation characterized Mountain Commerce as having a history of strong performance, including 43 basis points of year-over-year net interest margin expansion, average ROATCE of 12.3% and average ROAA of 1.02% for 2021 through 2024, a 55.2% efficiency ratio, and zero net charge-offs to average loans, positioning Home BancShares to enter the high-growth Knoxville, Nashville, and Johnson City metropolitan markets. Following closing, the combined company operated 78 branches in Florida, 75 in Arkansas, 59 in Texas, eight in Tennessee, five in South Alabama, and one in New York City. John Allison, Chairman and CEO of Home, and William E. "Bill" Edwards III, CEO and founder of Mountain Commerce, were both quoted in the announcement expressing enthusiasm about the companies' entry into Tennessee markets; Bill Edwards was named President of Tennessee for the combined company and Kevin Horne, EVP of MCBI, was named Regional President over the former MCBI markets, with employment and voting agreements in place for key personnel.
A Form S-4 registration statement (File No. 333-292708) covering the Home BancShares shares to be issued was filed January 13, 2026 and amended January 29, 2026; it included the combined proxy statement of MCBI and prospectus of Home. A supplemental disclosure 8-K filed March 2, 2026 added additional detail to the proxy statement/prospectus in response to shareholder demand letters, including updated comparable company tables, discount rate calculations used by Piper Sandler (10.86% for MCBI common stock and 9.33% for Home common stock, per the Duff & Phelps Cost of Capital Navigator methodology), and background on the sale process: Mountain Commerce had shared information or held discussions with fifteen companies regarding a potential transaction during the first quarter of 2025 under nondisclosure agreements, most of which contained standstill provisions; as of March 1, 2026, only one such standstill provision (set to expire March 6, 2026) remained in effect, and no party had approached MCBI about an alternative transaction since the Merger Agreement was announced. The Federal Reserve Board of Governors and the Arkansas State Bank Department approved the merger and related bank merger on March 24, 2026, per an 8-K filed that day, with closing anticipated early in the second quarter of 2026 at that time; the deal in fact closed April 1, 2026.
On the target side, Piper Sandler & Co. served as financial advisor to Mountain Commerce and provided a fairness opinion, with Bass, Berry & Sims PLC serving as legal advisor. On the acquirer side, Hovde Group, LLC served as financial advisor to Home BancShares and provided a fairness opinion, with DD&F Consulting Group serving as financial consultant to Home and Mitchell, Williams, Selig, Gates & Woodyard, PLLC serving as legal advisor to Home. The merger agreement provides for a termination fee of $6.0 million payable by MCBI to Home BancShares under specified circumstances, including termination following a competing acquisition proposal. The agreement was approved unanimously by both companies' boards of directors, and closing was subject to MCBI shareholder approval and customary regulatory approvals, all of which were obtained prior to the April 1, 2026 closing.