BANK OF THE OZARKS INC - FORM 8-K - EX-99.4

Attached files

file	filename
8-K - FORM 8-K - BANK OF THE OZARKS INC	d11097d8k.htm
EX-23.1 - EX-23.1 - BANK OF THE OZARKS INC	d11097dex231.htm
EX-99.1 - EX-99.1 - BANK OF THE OZARKS INC	d11097dex991.htm
EX-99.2 - EX-99.2 - BANK OF THE OZARKS INC	d11097dex992.htm
EX-99.3 - EX-99.3 - BANK OF THE OZARKS INC	d11097dex993.htm

Exhibit 99.4

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

On October 19, 2015, Bank of the Ozarks, Inc. (“Ozarks”) and its wholly-owned bank subsidiary, Bank of the Ozarks, entered into a definitive agreement and plan of merger (the “merger agreement”) with Community & Southern Holdings, Inc. (“C&S”) and its wholly-owned bank subsidiary, Community & Southern Bank (“C&S Bank”). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, (i) C&S will merge with and into Ozarks, with Ozarks continuing as the surviving corporation (the “merger”), and (ii) C&S Bank will merge with and into Bank of the Ozarks, with Bank of the Ozarks continuing as the surviving bank. The merger is expected to be completed late in the first quarter of 2016 or in the second quarter of 2016, subject to approvals by C&S stockholders and Ozarks shareholders, respectively, receipt of required regulatory and other approvals and satisfaction of closing conditions.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each share of issued and outstanding C&S common stock and each outstanding C&S stock option, warrant, restricted stock unit and deferred stock unit will be converted into the right to receive shares of Ozarks common stock (plus cash in lieu of any fractional shares) based on the aggregate purchase price of $799,595,013, or approximately $20.50 per fully diluted C&S share, subject to certain purchase price adjustments set forth in the merger agreement. The number of shares of Ozarks common stock to be delivered at closing in satisfaction of the purchase price will be based on a floating exchange ratio based upon the volume weighted average price of Ozarks common stock for the fifteen trading days ending on the second business day prior to closing (the “Ozarks average stock price”), subject to a minimum and maximum price of $34.10 and $56.84, respectively.

The following unaudited pro forma combined consolidated financial information is based on the historical financial data of Ozarks and C&S, and has been prepared to illustrate the effects of the proposed C&S merger. The unaudited pro forma combined consolidated financial information and explanatory notes are based upon the assumptions that (i) C&S’ closing consolidated net book value is at least $437 million on the determination date, (ii) the total number of shares of C&S common stock outstanding immediately prior to the effective time of the merger will be 36,949,266, (iii) immediately prior to the effective time of the merger there will be 169,300 outstanding C&S restricted stock units, 30,926 outstanding C&S deferred stock units, 3,450,818 outstanding C&S stock options with a weighted average exercise price of $10.37 per share, and 285,970 outstanding C&S warrants with an exercise price of $10.00 per share, and (iv) the Ozarks average stock price is $53.75 (which was the closing price of Ozarks common stock on December 2, 2015).

The following unaudited pro forma combined consolidated financial statements have been prepared using the acquisition method of accounting, giving effect to Ozarks’ completed acquisitions of Summit Bancorp, Inc. (“Summit”), which closed on May 16, 2014, and Intervest Bancshares Corporation (“Intervest”), which closed on February 10, 2015, and the proposed acquisition of C&S, including pro forma assumptions and adjustments related to the Summit and Intervest acquisitions and the proposed acquisition of C&S, as described in the accompanying notes to the unaudited pro forma combined consolidated financial statements. The unaudited pro forma combined consolidated financial statements and related pro forma adjustments for C&S have been adjusted to give effect to C&S’ acquisition of certain branches, cash, deposits and loans from CertusBank, N.A. (“CertusBank”), which acquisition closed on October 9, 2015. All other acquisitions made by C&S during 2014 and the first nine months of 2015 do not have a material impact, either individually or in the aggregate, on the unaudited pro forma

combined consolidated financial statements. The unaudited pro forma combined consolidated balance sheet combines the historical financial information of Ozarks and C&S (including the effects of the CertusBank acquisition) as of September 30, 2015, and assumes that the C&S merger was completed on that date. This balance sheet includes the assets and liabilities of Summit and Intervest in Ozarks’ historical information because these acquisitions closed on May 16, 2014 and February 10, 2015, respectively. The unaudited pro forma combined consolidated statements of income for the nine months ended September 30, 2015 and the twelve months ended December 31, 2014 give effect to the Summit, Intervest and C&S acquisitions (including the effects of the CertusBank acquisition) as if all of these transactions (including the CertusBank acquisition) had been completed on January 1, 2014.

The following unaudited pro forma combined consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined consolidated financial statements and related adjustments require management to make certain assumptions and estimates. The unaudited pro forma combined consolidated financial statements should be read together with:

•

the accompanying notes to the unaudited pro forma combined consolidated financial statements;

•

Ozarks’ separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Ozarks’ Annual Report on Form 10-K for the year ended December 31, 2014, incorporated by reference herein and C&S’ separate audited historical consolidated financial statements and accompanying notes as of and for the years ended December 31, 2014 and 2013, included in Exhibits 99.1 and 99.2 of Ozarks’ Current Report on Form 8-K filed on the date hereof; and

•

Ozarks’ separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2015 included in Ozarks’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, incorporated by reference herein, and C&S’ separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2015, included in Exhibit 99.3 of Ozarks’ Current Report on Form 8-K filed on the date hereof.

Unaudited Pro Forma Combined Consolidated Balance Sheet

As of September 30, 2015


	Ozarks Historical			C&S Historical			CertusBank Pro forma Adjustments^(A)		C&S Pro forma Adjustments				Pro forma Combined
	(Dollars in thousands)
Assets
Cash and due from banks	$	279,111		$	118,456		$	373,571	$	—			$	771,138
Federal funds sold and interest earning assets		2,513			—			—						2,513

Cash and cash equivalents		281,624			118,456			373,571		—				773,651
Investment securities		796,373			599,494			—		3,397		(b)		1,399,264
Non-purchased loans and leases		5,447,278			2,351,609			—		(2,351,609	)	(c)		5,447,278
Purchased loans		1,959,502			522,279			161,462		2,351,609		(c)		4,904,699
										(90,153	)	(d)
Allowance for loan and lease losses		(59,017	)		(45,513	)		—		45,513		(e)		(59,017	)

Net loans		7,347,763			2,828,375			161,462		(44,640	)			10,292,960
Premises and equipment, net		296,433			59,523			22,975		(15,008	)	(f)		363,923
Foreclosed assets		24,397			8,142			—		(2,499	)	(d)		30,040
Accrued interest receivable		28,095			8,951			—		—				37,046
Bank owned life insurance		283,016			84,355			—		—				367,371
Goodwill		128,132			33,187			11,460		(44,647	)	(g)		565,368
										437,236		(g)
Other intangible assets, net		28,624			9,037			6,580		(15,617	)	(h)		70,529
										41,905		(h)
Current and deferred income taxes		83,611			67,642			—		21,082		(i)		172,335
Other, net		31,148			42,374			446		(1,700	)	(j)		72,268

Total assets	$	9,329,216		$	3,859,536		$	576,494	$	379,509			$	14,144,755

Liabilities and Stockholders’ Equity
Deposits:
Demand non-interest bearing	$	1,413,892		$	439,316		$	66,438	$	—			$	1,919,646
Savings and interest bearing transaction		4,010,103			1,232,638			352,329		—				5,595,070
Time		2,182,795			1,463,301			157,320		13,700		(k)		3,817,116

Total deposits		7,606,790			3,135,255			576,087		13,700				11,331,832
Repurchase agreements		80,040			—			—		—				80,040
Other borrowings		161,861			215,095			—		2,623		(l)		379,579
Subordinated debentures		117,544			—			—		—				117,544
Accrued interest payable and other liabilities		45,307			52,310			407		20,467		(m)		118,492

Total liabilities		8,011,542			3,402,660			576,494		36,790				12,027,486

Stockholders’ equity:
Common stock		883			369			—		149		(a)		1,032
										(369	)	(n)
Additional paid-in capital		633,941			374,362			—		799,446		(a)		1,433,387
										(374,362	)	(n)
Retained earnings		667,972			78,371			—		(78,371	)	(n)		667,972
Accumulated other comprehensive income		11,721			3,774			—		(3,774	)	(n)		11,721

Total stockholders’ equity before noncontrolling interest		1,314,517			456,876			—		342,719				2,114,112
Noncontrolling interest		3,157			—			—		—				3,157

Total stockholders’ equity		1,317,674			456,876			—		342,719				2,117,269

Total liabilities and stockholders’ equity	$	9,329,216		$	3,859,536		$	576,494	$	379,509			$	14,144,755

Unaudited Pro Forma Combined Consolidated Income Statement

For the Nine Months Ended September 30, 2015


	Ozarks Historical			Intervest Historical⁽¹⁾			Intervest Pro forma Adjustments					Ozarks and Intervest Pro forma Combined			C&S Historical		C&S Pro forma Adjustments				Pro forma Combined
	(Dollars in thousands, except per share data)
Interest income:
Loans and leases, including purchased loans	$	271,634		$	6,324		$	890		(3)		$	278,848		$	107,206	$	20,113		(o)	$	406,167
Investment securities		23,373			221			—					23,594			9,874		—				33,468
Other		35			1			—					36			254		699		(p)		989

Total interest income		295,042			6,546			890					302,478			117,334		20,812				440,624
Interest expense:
Deposits		12,088			2,022			(1,022	)	(4)			13,088			11,634		(57	)	(q)		24,665
Repurchase agreements		56			—			—					56			—		—				56
Other borrowings		4,605			—			—					4,605			1,237		(843	)	(r)		4,999
Subordinated debentures		2,660			178			63		(5)			2,901			—		—				2,901

Total interest expense		19,409			2,200			(959	)				20,650			12,871		(900	)			32,621

Net interest income		275,633			4,346			1,849					281,828			104,463		21,712				408,003
Provision for loan and lease losses		14,205			—			—					14,205			11,406		—				25,611

Net interest income after provision		261,428			4,346			1,849					267,623			93,057		21,712				382,392

Non-interest income
Service charges on deposit accounts		21,140			15			—					21,155			8,648		—				29,803
Mortgage lending income		5,104			88			—					5,192			3,158		—				8,350
Trust income		4,395			—			—					4,395			—		—				4,395
Bank owned life insurance income		7,672			—			—					7,672			1,931		—				9,603
Other income from purchased loans		21,335			—			—					21,335			—		—				21,335
Net gains (losses) on investment securities		2,619			(395	)		—					2,224			—		—				2,224
Gains (losses) on sales of other assets		7,290			—			—					7,290			136		—				7,426
Gain on merger and acquisition transaction		—			—			—					—			—		—				—
Other		4,920			318			—					5,238			2,308		—				7,546

Total non-interest income		74,475			26			—					74,501			16,181		—				90,682

Non-interest expense:
Salaries and employee benefits		66,450			2,836			—					69,286			37,612		—				106,898
Net occupancy and equipment		22,711			360			—					23,071			8,999		—				32,070
Other operating expenses		50,175			2,854			110		(6	)		53,139			34,704		4,490		(s)		92,333

Total non-interest expenses		139,336			6,050			110					145,496			81,315		4,490				231,301

Income before taxes		196,567			(1,678	)		1,739					196,628			27,923		17,222				241,774
Provision for income taxes		65,714			(432	)		663		(7	)		65,945			9,013		6,562		(t)		81,520

Net income (loss)		130,853			(1,246	)		1,076					130,683			18,910		10,660				160,253
Net income attributable to noncontrolling interest		(55	)		—			—					(55	)		—		—				(55	)

Net income available to common stockholders	$	130,798		$	(1,246	)	$	1,076				$	130,628		$	18,910	$	10,660			$	160,198

Basic earnings per common share:
Earnings (loss) per share	$	1.52										$	1.50		$	0.51					$	1.57
Weighted average shares outstanding (thousands)		86,070											87,067			36,949						102,012
Diluted earnings per common share:
Earnings (loss) per share	$	1.51										$	1.49		$	0.46					$	1.56
Weighted average shares outstanding (thousands)		86,839											87,835			40,892						102,780

Unaudited Pro Forma Combined Consolidated Income Statement

For the Year Ended December 31, 2014


	Ozarks Historical			Summit Historical⁽²⁾			Summit Pro forma Adjustments				Intervest Historical⁽¹⁾			Intervest Pro forma Adjustments				Ozarks, Summit and Intervest Pro forma Combined			C&S Historical			C&S Pro forma Adjustments				Pro forma Combined
	(Dollars in thousands, except per share data)
Interest income:
Loans and leases, including purchased non-covered loans	$	260,779		$	13,685		$	3,089		(8)	$	58,327		$	7,923		(3)	$	343,803		$	141,958		$	39,467		(o)	$	525,228
Investment securities		30,614			2,757			—				4,373			—				37,744			13,045			—				50,789
Other		56			76			—				59			—				191			343			934		(p)		1,468

Total interest income		291,449			16,518			3,089				62,759			7,923				381,738			155,346			40,401				577,485
Interest expense:
Deposits		8,566			1,842			(975	)	(9)		18,369			(9,095	)	(4)		18,707			13,035			(5,069	)	(q)		26,673
Repurchase agreements		54			11			—				—			—				65			—			—				65
Other borrowings		10,642			3,539			(394	)	(10)		—			—				13,787			1,602			(1,124	)	(r)		14,265
Subordinated debentures		1,693			—			—				1,578			560		(5)		3,831			—			—				3,831

Total interest expense		20,955			5,392			(1,369	)			19,947			(8,535	)			36,390			14,637			(6,193	)			44,834

Net interest income		270,494			11,126			4,458				42,812			16,458				345,348			140,709			46,594				532,651
Provision for loan and lease losses		16,915			—			—				(2,500	)		—				14,415			8,954			—				23,369

Net interest income after provision		253,579			11,126			4,458				45,312			16,458				330,933			131,755			46,594				509,282

Non-interest income
Service charges on deposit accounts		26,609			1,389			—				385			—				28,383			11,185			—				39,568
Mortgage lending income		5,187			—			—				—			—				5,187			—			—				5,187
Trust income		5,592			151			—				—			—				5,743			—			—				5,743
Bank owned life insurance income		5,184			332			—				—			—				5,516			—			—				5,516
Accretion of FDIC loss share payable, net of amortization of FDIC clawback payable		(611	)		—			—				—			—				(611	)		—			—				(611	)
Other income from purchased loans		14,803			—			—				—			—				14,803			—			—				14,803
Net gains (losses) on investment securities		144			348			—				301			—				793			1,341			—				2,134
Gains (losses) on sales of other assets		6,023			(1	)		—				—			—				6,022			—			—				6,022
Gain on merger and acquisition transaction		4,667			—			—				—			—				4,667			2,278			—				6,945
Other		17,285			376			—				5,437			—				23,098			7,068			—				30,166

Total non-interest income		84,883			2,595			—				6,123			—				93,601			21,872			—				115,473

Non-interest expense:
Salaries and employee benefits		76,884			10,799			—				10,358			—				98,041			46,784			—				144,825
Net occupancy and equipment		24,102			2,054			(75	)	(11)		2,134			—				28,215			11,345			—				39,560
Other operating expenses		65,029			5,040			959		(12)		7,069			976		(6)		79,073			90,305			5,986		(s)		175,364

Total non-interest expenses		166,015			17,893			884				19,561			976				205,329			148,434			5,986				359,749

Income before taxes		172,447			(4,172	)		3,574				31,874			15,482				219,205			5,193			40,608				265,006
Provision for income taxes		53,859			(2,367	)		1,362		(7)		14,199			5,899		(7)		72,952			(1,651	)		15,472		(t)		86,773

Net income (loss)		118,588			(1,805	)		2,212				17,675			9,583				146,253			6,844			25,136				178,233
Net income attributable to noncontrolling interest		18			—			—				—			—				18			—			—				18

Net income available to common stockholders	$	118,606		$	(1,805	)	$	2,212			$	17,675		$	9,583			$	146,271		$	6,844		$	25,136			$	178,251

Basic earnings per common share:
Earnings (loss) per share	$	1.53		$	(0.29	)					$	0.80						$	1.69		$	0.19						$	1.76
Weighted average shares outstanding (thousands)		77,538			6,138							22,016							86,337			36,949							101,283
Diluted earnings per common share:
Earnings (loss) per share	$	1.52		$	(0.29	)					$	0.80						$	1.68		$	0.17						$	1.75
Weighted average shares outstanding (thousands)		78,060			6,138							22,231							86,859			40,758							101,805

Notes to Unaudited Pro Forma Combined Consolidated Financial Information

As of and for the Nine Months Ended September 30, 2015

And for the Year Ended December 31, 2014

(A)	This represents the estimated impact of C&S’ acquisition of certain CertusBank branches, cash, loans and deposits on October 9, 2015.

(a)

This represents the estimated C&S merger consideration of $799.6 million, consisting of 100% common stock. It is assumed that 14,876,186 shares of Ozarks $0.01 par value common stock are issued based on the closing price of $53.75 per share which was the closing price of Ozarks common stock on December 2, 2015, the latest practicable trading day before filing of this proxy statement/prospectus. The following table is a sensitivity analysis of the potential merger consideration based on changes in the price of Ozarks common stock for purposes of determining the exchange ratio for this transaction.


Change in Average Closing Price	Average Closing Price			Exchange Ratio			No. shares to be Issued			Approximate Transaction Value
40%	$	75.25	⁽¹⁾		0.3607	⁽¹⁾		14,067,470	⁽¹⁾	$	1,058,577,000
30%	$	69.88	⁽¹⁾		0.3607	⁽¹⁾		14,067,470	⁽¹⁾	$	983,035,000
20%	$	64.50	⁽¹⁾		0.3607	⁽¹⁾		14,067,470	⁽¹⁾	$	907,352,000
10%	$	59.13	⁽¹⁾		0.3607	⁽¹⁾		14,067,470	⁽¹⁾	$	831,810,000
0%	$	53.75			0.3814			14,876,186		$	799,595,000
-10%	$	48.38			0.4237			16,527,387		$	799,595,000
-20%	$	43.00			0.4767			18,595,232		$	799,595,000
-30%	$	37.63			0.5448			21,248,870		$	799,595,000
-40%	$	32.25	⁽¹⁾		0.6012	⁽¹⁾		23,448,533	⁽¹⁾	$	756,215,000

(1)

The C&S merger agreement stipulates a minimum price of $34.10 per share and a maximum price of $56.84 per share to be used for purposes of calculating the exchange ratio. Accordingly, to the extent the volume-weighted average price of Ozarks common stock exceeds $56.84 per share, the total transaction value will increase although the aggregate number of shares issued will remain fixed, based on that volume-weighted average price. Conversely, to the extent the volume-weighted average price of Ozarks common stock is less than $34.10 per share, the total transaction value will decrease although the aggregate number of shares issued will remain fixed, based on that volume-weighted average price.

(b)	This adjustment represents Ozarks’ estimate to adjust C&S’ held-to-maturity investment securities portfolio to estimated fair value.

(c)	This adjustment is to reclassify the non-purchased loans and leases to purchased loans and leases.

(d)

This adjustment represents Ozarks’ estimate of the necessary write-down of C&S’ loan portfolio and foreclosed assets to estimated fair value. The estimated purchase accounting adjustment for the acquired loan portfolio is comprised of approximately $65.3 million of non-accretable credit adjustments, approximately $92.9 million of accretable interest rate adjustments and $68.1 million of reversals of C&S discounts and net deferred fees. The estimated purchase accounting adjustment of approximately $2.5 million for the acquired foreclosed assets consists entirely of non-accretable adjustments. Subsequent to the completion of the C&S merger transaction, Ozarks will finalize its determination of the fair values of the acquired loans and the acquired foreclosed assets which could significantly change both the amount and the composition of these estimated purchase accounting adjustments.

(e)	This adjustment represents the elimination of C&S’ allowance for loan losses.

(f)

This adjustment represents the estimated fair value adjustment of C&S’ premises and equipment, including the write-down of certain leasehold improvements. Prior to the completion of the C&S merger transaction, Ozarks will obtain independent third party appraisals of all significant premises and equipment owned by C&S. Such appraisals could result in further adjustments to the carrying values of the acquired premises and equipment.

(g)	This adjustment represents the estimated purchase price allocation for C&S, assuming the transaction closed on September 30, 2015, and is calculated as follows (in thousands):


Total purchase price	$	799,595
Less: equity at book value		(456,876	)
Elimination of allowance for loan losses		(45,513	)
Current and deferred taxes		(21,082	)
Estimated transaction costs and contract buyouts		20,467
Elimination of previously recorded core deposit intangible		15,617
Elimination of previously recorded goodwill		44,647
Allocated to:
Investment securities – HTM		(3,397	)
Loans and foreclosed assets		92,652
Premises and equipment		15,008
Core deposit intangible		(41,905	)
Other assets		1,700
Time deposits		13,700
Other borrowings		2,623

Goodwill	$	437,236

(h)	This adjustment represents Ozarks’ estimate of the core deposit intangible asset to be recorded, net of the reversal of previously recorded core deposit intangible. The actual amount of such core deposit intangible asset will be determined at the completion of the C&S merger transaction.

(i)	This adjustment includes current and deferred income tax assets and liabilities recorded to reflect the differences in the carrying values of the acquired assets and the assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes.

(j)	This adjustment represents the write-off of certain other assets to estimated fair value.

(k)	This adjustment represents the estimated write-up of assumed time deposits to reflect a current market rate of interest.

(l)	This adjustment represents the estimated write-up of assumed other borrowings to reflect a current market rate of interest.

(m)	This adjustment represents the accrual of certain costs and contract buyouts expected to be incurred in connection with the merger transaction. The details of such costs and contract buyouts are as follows (in thousands):


Financial advisor fee	$	8,500
Estimated employment contract costs		6,850
Estimated contract termination costs		2,500
Estimated attorneys and accountants fees		1,300
Other transaction costs		1,317

Total costs	$	20,467

(n)	This adjustment represents the elimination of the historical equity of C&S.

(o)

Upon completion of the C&S merger transaction, Ozarks will evaluate the acquired loan portfolio to finalize the necessary credit and interest rate fair value adjustments. This adjustment includes Ozarks’ estimate of the expected accretion that would have been recorded in 2014 and the first nine months of 2015 assuming the C&S merger transaction closed on January 1, 2014 and using a weighted average maturity of approximately 6.5 years. The estimated accretion adjustments are approximately $31.1 million in year 1, approximately $18.5 million in year 2, approximately $12.5 million in year 3, approximately $8.9 million in

year 4, approximately $5.7 million in year 5 and approximately $16.2 million thereafter. Subsequent to the closing of the C&S merger transaction, the amount and timing of the estimated accretion of this purchase accounting adjustment could be revised significantly. This adjustment also includes the estimated pro forma impact of C&S’ acquisition of certain CertusBank loans on October 9, 2015 that would have been recorded in 2014 and the first nine months of 2015 assuming the CertusBank transaction closed on January 1, 2014. The increase in interest income is estimated to be $8.3 million and $6.2 million in 2014 and the first nine months of 2015, respectively.

(p)

This adjustment represents the estimated pro forma impact of C&S’ acquisition of certain CertusBank cash on October 9, 2015 that would have been recorded in 2014 and the first nine months of 2015 assuming the CertusBank transaction closed on January 1, 2014. The increase in interest income is estimated to be $0.9 million and $0.7 million in 2014 and the first nine months of 2015, respectively.

(q)

Upon completion of the C&S merger transaction, Ozarks will evaluate the assumed time deposits to finalize the necessary fair value adjustment to reflect current interest rates for comparable deposits. This fair value adjustment will then be accreted into earnings as a reduction of the cost of such time deposits. This adjustment includes Ozarks’ estimate of the expected accretion that would have been recorded in 2014 and the first nine months of 2015 assuming the C&S merger transaction closed on January 1, 2014 and using a weighted-average maturity of approximately 1.0 years. The estimated accretion adjustments are approximately $7.7 million in year 1, approximately $2.7 million in year 2, approximately $1.6 million in year 3, approximately $1.2 million in year 4, and approximately $0.5 million in year 5. Subsequent to the closing of the C&S merger transaction, the amount and timing of the estimated accretion of this purchase accounting adjustment could be revised significantly. This adjustment also includes the estimated pro forma impact of C&S’ assumption of certain CertusBank deposits on October 9, 2015 that would have been recorded in 2014 and the first nine months of 2015 assuming the CertusBank transaction closed on January 1, 2014. The increase in interest expense is estimated to be $2.6 million and $2.0 million in 2014 and the first nine months of 2015, respectively.

(r)	This adjustment represents the amount of accretion on other borrowings assumed from C&S that would have been recorded in 2014 and the first nine months of 2015 assuming the transaction closed on January 1, 2014.

(s)

This represents the expected amortization during 2014 and the first nine months of 2015 of the core deposit intangible expected to be acquired in the C&S merger transaction, assuming the transaction closed on January 1, 2014. The estimated useful lives of the acquired intangible asset is estimated to be seven years.

(t)	This represents income tax expense on the pro forma adjustments at Ozarks’ statutory federal and state income tax rate of 38.1%.

(1)

The historical results of operations for Intervest for the period of January 1, 2015 through February 10, 2015 (the date the Intervest merger transaction closed) are included in the unaudited pro forma combined consolidated income statement for the nine months ended September 30, 2015. The historical results of operations for Intervest for the period of January 1, 2014 through December 31, 2014 are included in the unaudited pro forma combined consolidated income statement for the year ended December 31, 2014.

(2)	The historical results of operations for Summit for the period of January 1, 2014 through May 16, 2014 (the date the Summit merger transaction closed) are included in the unaudited pro forma combined consolidated income statement for the year ended December 31, 2014.

(3)	This adjustment represents Ozarks’ estimate of the accretion on the acquired loan portfolio of Intervest that would have been recorded during 2014 and the first nine months of 2015 assuming the Intervest merger transaction closed on January 1, 2014.

(4)	This adjustment represents Ozarks’ estimate of the accretion on the assumed time deposits from Intervest that would have been recorded during 2014 and the first nine months of 2015 assuming the Intervest merger transaction closed on January 1, 2014.

(5)	This adjustment represents the estimated amount of amortization on subordinated debentures assumed from Intervest that would have been recorded in 2014 and the first nine months of 2015 assuming the Intervest merger transaction closed on January 1, 2014.

(6)	This represents the amortization of the core deposit intangible during 2014 and the first nine months of 2015 assuming the Intervest merger transaction closed on January 1, 2014. The estimated useful life of the acquired intangible assets is six years.

(7)	This represents income tax expense on the pro forma adjustments at Ozarks’ statutory federal and state income tax rate of 38.1%.

(8)	This adjustment represents Ozarks’ estimate of the accretion on the acquired loan portfolio of Summit that would have been recorded during 2014 assuming the Summit merger transaction closed on January 1, 2014.

(9)	This adjustment represents Ozarks’ estimate of the accretion on the assumed time deposits from Summit that would have been recorded during 2014 assuming the Summit merger transaction closed on January 1, 2014.

(10)	This adjustment represents the estimated amount of accretion on Federal Home Loan Bank of Dallas advances assumed from Summit that would have been recorded in 2014 assuming the Summit merger transaction closed on January 1, 2014.

(11)	This adjustment represents the estimated decrease in depreciation and amortization expense that would have been recorded during 2014 assuming the Summit merger transaction closed on January 1, 2014.

(12)	This represents the additional amount of amortization of the core deposit intangible that would have been recorded during 2014 assuming the Summit merger transaction closed January 1, 2014.

BANK OF THE OZARKS INC - FORM 8-K - EX-99.4 - December 4, 2015

Attached files

BANK OF THE OZARKS INC Reports