FRB Order No. 2018-09 April 2, 2018

FEDERAL RESERVE SYSTEM

Arvest Bank Group, Inc. Bentonville,

Arvest Holdings, Inc. Bentonville, Arkansas

Arvest Bank Fayetteville, Arkansas

Order Approving the Acquisition of a Bank Holding Company, the Merger of Banks, and the Establishment of Branches

Arvest Bank, Fayetteville, Arkansas, a state member bank, and its parent companies, Arvest Bank Group, Inc., and Arvest Holdings, Inc. (together, with Arvest Bank, “Arvest”), both of Bentonville, Arkansas, and both bank holding companies within the meaning of the Bank Holding Company Act of 1956 (“BHC Act”),1 have requested the Board’s approval under section 3 of the BHC Act2 to acquire Bear State Financial, Inc. (“Bear State”), a bank holding company, and thereby indirectly acquire Bear State Bank, a state member bank, both of Little Rock, Arkansas. In addition, Arvest Bank has requested the Board’s approval under section 18(c) of the Federal Deposit Insurance Act (“Bank Merger Act”) to merge with Bear State Bank, with Arvest Bank as the surviving entity.3 Arvest Bank also has applied under section 9 of the Federal Reserve Act (“FRA”) to establish and operate branches at the main office and branches of Bear State Bank.4

1 12 U.S.C. § 1841 et seq. 2 12 U.S.C. § 1842. 3 12 U.S.C. § 1828(c). 4 12 U.S.C. § 321. These locations are listed in Appendix A.

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (82 Federal Register 50426 (October 31, 2017)).5 The time for submitting comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act, the Bank Merger Act, and the FRA. As required by the Bank Merger Act, a report on the competitive effects of the merger was requested from the United States Attorney General, and a copy of the request has been provided to the Federal Deposit Insurance Corporation. Arvest, with consolidated assets of approximately $16.8 billion, is the 93rd largest depository organization in the United States. Arvest controls approximately $14.5 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States.6 Arvest controls Arvest Bank, which operates in Arkansas, , , and . Arvest is the largest insured depository organization in Arkansas, controlling approximately $8.5 billion in deposits, which represent approximately 13.2 percent of the total deposits of insured depository institutions in the state.7 Arvest is the 19th largest insured depository organization in Missouri, controlling approximately $1.3 billion in deposits, which represent approximately 0.7 percent of the total deposits of insured depository institutions in the state. Arvest is the 4th largest insured depository organization in Oklahoma, controlling approximately $4.9 billion in deposits, which represent approximately 5.7 percent of the total deposits of insured depository institutions in the state.

5 12 CFR 262.3(b). 6 National deposit, market share, and ranking data are as of September 30, 2017, and asset data is as of December 31, 2017, unless otherwise noted. 7 State deposit, market share, and ranking data are as of June 30, 2017, unless otherwise noted. In this context, insured depository institutions include commercial banks, savings associations, and savings banks. - 2 -

Bear State, with consolidated assets of approximately $2.2 billion, is the 368th largest insured depository organization in the United States. Bear State controls approximately $1.6 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States. Bear State controls Bear