Filed Pursuant to Rule 424(b)(3)​

SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all the information that is important to you. You should read carefully the entire document, including the Annexes, and the additional documents we refer you to in order to fully understand the merger agreement and the transactions contemplated thereby, including the merger, the proposals to be considered and voted on by shareholders of Home and St. Martin, respectively, and the voting procedures for the special meetings of shareholders. See “Where You Can Find More Information” on page 139. Each item included in this summary refers to the page of this joint proxy statement/prospectus where that subject is discussed in more detail.

The Parties to the Merger

Home Bancorp, Inc.
503 Kaliste Saloom Road
Lafayette, Louisiana 70508
(337) 237-1960

Home Bancorp, Inc., a Louisiana corporation, is a bank holding company whose bank subsidiary, Home Bank, N.A., or Home Bank, is a national bank headquartered in Lafayette, Louisiana with 28 full-service locations. Founded in 1908, Home Bank’s primary business consists of attracting deposits from the general public and using those funds, together with funds it borrows, to originate loans to its customers and invest in securities such as U.S. government and agency securities and mortgage-backed securities. At June 30, 2017, Home had total assets of  $1.6 billion, total deposits of  $1.3 billion and shareholders’ equity of  $188.9 million.

Home’s common stock trades on the NASDAQ Global Select Market under the symbol “HBCP.”

St. Martin Bancshares, Inc.
301 S. Main Street
St. Martinville, Louisiana
(337) 394-7800

St. Martin, a Louisiana corporation, is a bank holding company headquartered in St. Martinville, Louisiana. Its primary subsidiary, St. Martin Bank & Trust Company, is a Louisiana chartered non-member bank which operates as a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market areas. St. Martin Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate loans. At June 30, 2017, St. Martin had total assets of  $597.3 million, total deposits of  $507.8 million and stockholders’ equity of  $59.3 million.

The Merger and the Merger Agreement (pages 48 and 75)

On August 23, 2017, Home and St. Martin entered into an Agreement and Plan of Merger, or the merger agreement, under which St. Martin will merge with and into Home, with Home surviving the merger. Upon completion of the merger, the separate existence of St. Martin will terminate and St. Martin common stock will no longer be outstanding. Also under the merger agreement, immediately following with the merger, St. Martin Bank will be merged with and into Home Bank, with Home Bank as the surviving entity in the bank merger. Completion of the merger is subject to a variety of conditions, including approval of the merger agreement by shareholders of each of Home and St. Martin. We currently expect to complete these mergers during the fourth quarter of 2017 or the first quarter of 2018. The merger agreement is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference herein.

In the Merger, St. Martin Shareholders Will Receive Shares of Home Common Stock (page 75)

The merger agreement provides for the merger of St. Martin with and into Home. If the merger is completed, St. Martin shareholders will receive 9.2839 shares of Home common stock for each share of St. Martin common stock they hold immediately prior to the merger. Home will not issue any fractional shares of Home common stock in the merger. St. Martin shareholders who would otherwise be entitled to a

fraction of a share of Home common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average Home share closing price during the ten consecutive trading day period specified in the merger agreement. The merger agreement also provides that St. Martin will pay a special cash distribution of  $94.00 per share to shareholders of St. Martin immediately prior to the effectiveness of the merger.

Home common stock is listed on the NASDAQ Global Select Market under the symbol “HBCP”. St. Martin common stock is not listed on any national securities exchange or quoted on any interdealer quotation system. The following table shows the closing sale prices of Home common stock on August 22, 2017, the last full trading day before the public announcement of the merger agreement, and on October 20, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the stock merger consideration payable for each share of St. Martin common stock, which was calculated by multiplying the closing price of Home common stock on those dates by the exchange ratio of 9.2839. Finally, the table shows the aggregate of the implied value of the stock merger consideration plus the value of the special cash distribution to be paid by St. Martin with respect to each share of St. Martin common stock.

The merger agreement governs the merger. The merger agreement is included in this joint proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

The values in the table above are illustrative only. The value of the stock merger consideration that a St. Martin shareholder actually receives will be based on the actual closing price on the NASDAQ Global Select Market of Home common stock upon completion of the merger, which is likely to be different than the amounts set forth above.

The Merger Is Intended to Be Tax-Free to St. Martin Shareholders as to the Shares of Home Common Stock They Receive (page 85)

The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Internal Revenue Code. One of the conditions to the respective obligations of Home and St. Martin to complete the merger is that each of Home and St. Martin receives an opinion from its respective legal counsel to that effect.

It is expected that St. Martin shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of St. Martin common stock for shares of Home common stock pursuant to the merger, except with respect to any cash received by a St. Martin shareholder in lieu of fractional shares of Home common stock.

This tax treatment may not apply to all St. Martin shareholders. Determining the actual tax consequences of the merger to St. Martin shareholders can be complicated. St. Martin shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to them.

The Merger Will Be Accounted for as a “Business Combination” (page 85)

The merger will be treated as a “business combination” using the acquisition method of accounting with Home treated as the acquirer under United States generally accepted accounting principles (which we refer to as “GAAP”).

Special Meeting of Home Shareholders (page 40)

Home plans to hold the Home special meeting on Tuesday, December 5, 2017, at 10:00 a.m., local time, at the Petroleum Club of Lafayette, 111 Heymann Boulevard, Lafayette, Louisiana. At the Home special meeting, Home shareholders will be asked to approve the merger agreement, to approve the issuance of shares of Home common stock in the merger, and to approve a proposal to allow the Home special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval of the merger agreement or the issuance of shares of Home common stock in the merger.

Home shareholders may vote at the Home special meeting if they owned Home common stock at the close of business on October 17, 2017, which is the record date for the Home special meeting. As of that date, there were approximately 7,415,716 shares of Home common stock outstanding and entitled to vote. Home shareholders are entitled to cast one vote for each share of Home common stock owned on the record date.

As of the record date for the Home special meeting, Home’s directors and executive officers and their affiliates held 929,282 shares of Home common stock, excluding shares that may be acquired upon the exercise of outstanding stock options.

As of the record date for the Home special meeting, St. Martin, its subsidiaries, and its directors and officers and their affiliates owned 1,260 shares of Home common stock (excluding shares held as fiduciary, custodian or agent).

Home’s Board of Directors Recommends That Home Shareholders Vote “FOR” Approval of the Merger Agreement and “FOR” the Other Proposals to be Considered at the Home Special Meeting (page 42)

Home’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Home shareholders vote “FOR” approval of the merger agreement, “FOR” approval of the stock issuance proposal, and “FOR” the proposal to allow the Home special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of the approval of the merger agreement or the stock issuance proposal.

Opinion of Home’s Financial Advisor (page 52)

BSP Securities, LLC (which we refer to as “BSP”), Home’s financial advisor, delivered its opinion, dated August 22, 2017, to Home’s board of directors to the effect that, as of the date of the opinion and subject to factors, qualifications, limitations and assumptions set forth in the opinion, the stock merger consideration together with the special cash distribution to be paid by St. Martin to its shareholders immediately prior to the proposed merger and the consideration to be paid to holders of outstanding options to acquire shares of St. Martin common stock was fair, from a financial point of view, to Home.

The full text of the written opinion of BSP, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by BSP in connection with its opinion, is attached as Annex B to this joint proxy statement/prospectus. BSP’s opinion was for the information of, and directed to, Home’s board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. BSP’s opinion is not a recommendation as to how any holder of Home’s common stock should vote with respect to the proposal to approve the merger agreement or any other matter. It does not address the underlying business decision of Home to engage in the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Home or the effect of any other transaction in which Home might engage. The BSP opinion does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. BSP will receive a fee for its services, including rendering the fairness opinion, in connection with the merger.

Special Meeting of St. Martin Shareholders (page 44)

St. Martin plans to hold the St. Martin special meeting on Tuesday, December 5, 2017, at 4:00 p.m., local time, at the main office of St. Martin Bank, 301 South Main Street, St. Martinville, Louisiana. At the St. Martin special meeting, St. Martin shareholders will be asked to approve the merger agreement, to

approve the termination of the St. Martin Shareholders’ Agreement effective as of the closing date of the merger, and to approve a proposal to allow the St. Martin special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval the merger agreement or of the Shareholders’ Agreement proposal.

St. Martin shareholders may vote at the St. Martin special meeting if they owned St. Martin common stock at the close of business on October 17, 2017, which is the record date for the St. Martin special meeting. As of that date, there were 207,552 shares of St. Martin common stock outstanding and entitled to vote. St. Martin shareholders are entitled to cast one vote for each share of St. Martin common stock owned on the record date.

As of the record date for the St. Martin special meeting, St. Martin directors and executive officers and their affiliates held 55,551 shares of St. Martin common stock, excluding shares that may be acquired upon the exercise of outstanding stock options.

As of the record date for the St. Martin special meeting, Home, its subsidiaries, and its directors and executive officers and their affiliates owned 2,396 shares of St. Martin common stock (excluding shares held as fiduciary, custodian or agent).

St. Martin’s Board of Directors Recommends That St. Martin Shareholders Vote “FOR” Approval of the Merger Agreement and “FOR” the Other Proposals to be Considered at the St. Martin Special Meeting (page 47)

St. Martin’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that St. Martin shareholders vote “FOR” approval of the merger agreement, “FOR” approval of the termination of the St. Martin Shareholders’ Agreement effective as of the closing date of the merger, and “FOR” the proposal to allow the St. Martin special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of the approval of the merger agreement or the Shareholders’ Agreement proposal.

Opinion of St. Martin’s Financial Advisor (page 60)

At the August 23, 2017 meeting of the St. Martin board of directors, representatives of Raymond James & Associates, Inc. (which we refer to as “Raymond James”) rendered Raymond James’s written opinion to the St. Martin board, dated August 23, 2017, that, as of such date, the stock merger consideration, when considered together with the special cash distribution to be paid by St. Martin to its shareholders immediately prior to the merger pursuant to the merger agreement, was fair, from a financial point of view, to such holders, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and shareholders of St. Martin are encouraged to read it carefully in its entirety. Raymond James provided its opinion for the information and assistance of the St. Martin board of directors (solely in each director’s capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration, when considered together with the special cash distribution to be paid by St. Martin to its shareholders immediately prior to the merger, as of the date of the opinion, was fair, from a financial point of view, to the shareholders of St. Martin. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the board or any holder of St. Martin common stock as to how the St. Martin board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

St. Martin’s Directors and Executive Officers Have Interests in the Merger that Differ From Your Interests (page 68)

In considering the information contained in this joint proxy statement/prospectus, St. Martin shareholders should be aware that St. Martin’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of St. Martin’s shareholders. These

interests include, among others, the acceleration and lump sum payment of benefits under existing supplemental retirement plan (“SERP”) agreements with certain executive officers of St. Martin, the treatment of outstanding St. Martin’s option awards pursuant to the merger agreement, the entry into new employment agreements with Home, effective as of the effective time of the merger, by certain executive officers of St. Martin, and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. These interests also include Home’s agreement to appoint, on or prior to the effective time of the merger, two current directors of St. Martin to the board of directors of Home and Home Bank. The St. Martin board of directors was aware of and considered those interests, among other matters, in reaching its decisions to approve the merger agreement and the transactions contemplated thereby and to recommend the approval of the merger agreement to St. Martin shareholders. See the section entitled “The Merger — Interests of St. Martin’s Directors and Executive Officers in the Merger” beginning on page 68 of this joint proxy statement/prospectus for a more detailed description of these interests.

Ownership of Home Common Stock Following the Merger (page 121)

It is currently expected that former shareholders of St. Martin as a group will receive approximately 1,927,000 shares of Home common stock in the merger, which will constitute approximately 21% of the shares of Home common stock to be outstanding immediately after completion of the merger. As a result, current shareholders of Home as a group will own approximately 79% of the outstanding shares of Home common stock immediately after the completion of the merger.

St. Martin Shareholders Have Appraisal Rights in the Merger (page 71)

Under Louisiana law, record holders of St. Martin shares have the right to demand in writing to receive a payment in cash for the “fair value” of their shares of St. Martin common stock as determined by an appraisal process. To exercise those appraisal rights, St. Martin shareholders must follow exactly the procedures specified under Louisiana law. These procedures are summarized in this joint proxy statement/prospectus. In addition, the text of the applicable provisions of Louisiana law is included as Annex D to this document. Failure to strictly comply with these provisions may result in the loss of appraisal’ rights. The value determined in the appraisal process may be more or less than the value a St. Martin shareholder would receive in the merger under the terms of the merger agreement.

St. Martin Has Agreed When and How It Can Consider Third-Party Acquisition Proposals (page 80)

Home and St. Martin have agreed that St. Martin will not initiate, solicit, induce or encourage proposals from third parties regarding certain acquisitions of St. Martin, its shares, or its businesses, take any action or facilitate the making of an acquisition proposal, or engage in related discussions, negotiations or enter into any related agreements. However, St. Martin may (1) provide information in response to a request from a person who makes an unsolicited acquisition proposal, subject to such person entering into a confidentiality agreement that is no less favorable to St. Martin than its confidentiality agreement with Home, and (2) engage or participate in discussions or negotiations with a person who makes such an unsolicited acquisition proposal, if, but only if, (A) St. Martin has received a bona fide unsolicited written acquisition proposal that did not result from a breach of the merger agreement, (B) prior to taking any such action, St. Martin’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes or is reasonably likely to lead to a superior proposal compared to the transactions contemplated by the merger agreement, (C) prior to furnishing or affording access to any information or data with respect to St. Martin or any of its subsidiaries or otherwise relating to the unsolicited acquisition proposal, St. Martin receives a confidentiality agreement with terms no less favorable to St. Martin than those contained in the confidentiality agreement between Home and St. Martin, and (D) the board of directors of St. Martin determines in good faith, after consultation with and having considered the advice of its outside legal counsel, that the failure to take any such actions would be reasonably likely to violate its fiduciary duties under applicable laws. St. Martin is required to provide Home with notice of such determination within three business days after making such determination.

Additionally, prior to the approval of the merger agreement by St. Martin’s shareholders, upon the determination by St. Martin’s board of directors that an unsolicited acquisition proposal constitutes a superior proposal compared to the transactions contemplated by the merger agreement, the board of

directors of St. Martin may change its recommendation in favor of the merger agreement (but not terminate the merger agreement) if, prior to changing its recommendation, (1) St. Martin’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that failure to change its recommendation would be reasonably likely to be inconsistent with its fiduciary duties to St. Martin’s shareholders, (2) St. Martin provides Home with notice that St. Martin’s board of directors intends to or may change its recommendation and provides an opportunity for Home to make an improved proposal, and (3) St. Martin’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes a superior proposal compared to any such improved proposal by Home. However, St. Martin may terminate the merger agreement in such circumstances if it makes a determination to accept the superior proposal.

Unless the merger agreement is terminated before the St. Martin special meeting, St. Martin is required to submit the merger agreement to its shareholders.

Home Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote (page 40)

Home merger proposal:

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Standard:   Approval of the Home merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Home common stock entitled to be cast on the proposal.

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Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy, or fail to instruct your bank or broker with respect to the Home merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

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Home stock issuance proposal:

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Standard:   Approval of the Home stock issuance proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Home common stock entitled to be cast on the proposal.

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Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy, or fail to instruct your bank or broker with respect to the Home stock issuance proposal, it will have the same effect as a vote “AGAINST” the proposal.

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Home adjournment proposal:

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Standard:   Approval of the Home adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the Home special meeting.

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Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the Home special meeting, or fail to instruct your bank or broker how to vote with respect to the Home adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal it will have no effect on the proposal.

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For further information, see “The Home Special Meeting — Quorum; Vote Required,” beginning on page 40.

St. Martin Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote (page 44)

St. Martin merger proposal:

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Standard:   Approval of the St. Martin merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of St. Martin common stock entitled to be cast on the proposal.

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Effect of abstentions and broker non-votes:   If you fail to vote or mark “ABSTAIN” on your proxy, with respect to the St. Martin merger proposal, it will have the same effect as a vote “AGAINST” the proposal. All shares of St. Martin common stock are held by shareholders of record, and, accordingly, there will be no broker non-votes at the St. Martin special meeting.

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St. Martin Shareholders’ Agreement proposal:

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Standard:   Approval of the St. Martin Shareholders’ Agreement proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of St. Martin common stock entitled to vote on the proposal.

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Effect of abstentions and broker non-votes:   If you fail to vote or mark “ABSTAIN” on your proxy, with respect to the St. Martin Shareholders’ Agreement proposal, it will have the same effect as a vote “AGAINST” the proposal. All shares of St. Martin common stock are held by shareholders of record, and, accordingly, there will be no broker non-votes at the St. Martin special meeting.

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St. Martin adjournment proposal:

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Standard:   Approval of the St. Martin adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the St. Martin special meeting.

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Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card or fail to submit a proxy card or vote in person at the St. Martin special meeting, with respect to the St. Martin adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal it will have no effect on the proposal. All shares of St. Martin common stock are held by shareholders of record, and, accordingly, there will be no broker non-votes at the St. Martin special meeting.

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For further information, see “The St. Martin Special Meeting — Quorum; Vote Required,” beginning on page 44.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 83)

Currently, Home and St. Martin expect to complete the merger in the fourth quarter of 2017 or the first quarter of 2018. As more fully described elsewhere in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

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the approval of the merger agreement by the requisite votes of shareholders of each of Home and St. Martin;

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the receipt by each of Home and St. Martin of a legal opinion with respect to certain United States federal income tax consequences of the merger;

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the absence of any law, statute, rule, regulation, order, decree, injunction or other order by any court or other governmental entity, which enjoins or prohibits completion of the transactions contemplated by the merger agreement;

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the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part with respect to the Home common stock to be issued in connection with the merger under the Securities Act and the absence of any stop order or proceedings initiated or threatened by the SEC or any state securities commissioner (with respect to any applicable state securities laws) for that purpose;

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the authorization for listing on the NASDAQ of the shares of Home common stock to be issued in connection with the merger;

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the exercise of appraisal rights by holders of St. Martin common stock not exceeding 10% of the issued and outstanding shares of St. Martin;

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the absence of any change that individually or in the aggregate has a material adverse effect with respect to Home or St. Martin;

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the truth and correctness of the representations and warranties of each other party in the merger agreement, subject to the materiality standards provided in the merger agreement; and

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the performance by each party in all material respects of their obligations under the merger agreement and the receipt by each party of certificates from the other party to that effect.

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We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (page 84)

The merger agreement can be terminated at any time prior to completion by mutual consent, if authorized by each of the Home and St. Martin boards of directors, or by either party individually, in the following circumstances:

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if the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the agreement not to consummate the merger, unless the breach is capable of being cured by March 31, 2018 (the termination date of the merger agreement), and is actually cured within 30 days of notice of the breach;

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if the merger has not been completed by the termination date of March 31, 2018, unless the failure to complete the merger by that date is due to the breach of the merger agreement by the party seeking to terminate the merger agreement;

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if shareholders of either Home or St. Martin fail to approve the merger agreement at their respective special meetings; or

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if there is any final, non-appealable order permanently enjoining or prohibiting the completion of the merger or any consent, registration, approval, permit or authorization is denied such that the regulatory approval condition to the merger cannot be satisfied as of the closing date.

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In addition, Home may terminate the merger agreement if St. Martin has received a “superior proposal” and St. Martin’s board of directors has (1) entered into an acquisition agreement with respect to the superior proposal or (2) withdrawn its recommendation regarding the merger, failed to make its recommendation or modified or qualified its recommendation in a manner adverse to Home. Home also may terminate the merger agreement if St. Martin fails to substantially comply with its obligations with respect to consideration and action upon alternative acquisition proposals.

St. Martin also may terminate the merger agreement if St. Martin has received an acquisition proposal that St. Martin’s board of directors determines to be a “superior proposal” and St. Martin’s board of directors has made a determination to accept such superior proposal.

If the merger agreement is terminated, it will become void, and there will be no liability on the part of Home or St. Martin, except that (1) in the event of willful breach of the merger agreement, the breaching party will remain liable for any damages, costs and expenses, including without limitation, reasonable attorneys’ fees incurred by the non-breaching party in connection with the enforcement of its rights under the merger agreement, (2) designated provisions of the merger agreement, including the payment of fees and expenses and the confidential treatment of information, will survive the termination and (3) under certain circumstances, a termination of the merger agreement will obligate St. Martin to pay Home a termination fee.

Termination Fee (page 84)

St. Martin will be obligated to pay Home a termination fee of  $3,500,000 under the following circumstances:

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if the merger agreement is terminated by Home because St. Martin has received a “superior proposal” and St. Martin’s board of directors has (1) entered into an acquisition agreement with respect to the superior proposal or (2) withdrawn its recommendation regarding the merger, failed to make its recommendation or modified or qualified its recommendation in a manner adverse to Home;

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if the merger agreement is terminated by St. Martin because St. Martin has received a “superior proposal” and St. Martin’s board of directors has made a determination to accept the superior proposal; or

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if St. Martin enters into a definitive agreement relating to an acquisition proposal within 12 months after the occurrence of any of the following: (1) the termination of the merger agreement by Home due to St. Martin’s willful breach, subject to the materiality standards provided in the merger agreement, of its representations, warranties, covenants or agreements under the merger agreement, or (2) the failure of St. Martin’s shareholders to approve the merger agreement after the public disclosure or public awareness of an acquisition proposal.

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Regulatory Approvals Required for the Merger (page 71)

Each of Home and St. Martin has agreed to cooperate with the other and use all reasonable efforts to obtain all regulatory approvals and authorizations required to complete the transactions contemplated by the merger agreement, including the merger and the bank merger. As of the date of this joint proxy statement/prospectus, Home has received all necessary approvals, authorizations or non-objections from the Office of the Comptroller of the Currency (which we refer to as the “OCC”), the Louisiana Office of Financial Institutions (which we refer to as the “OFI”) and the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”).

The Rights of St. Martin Shareholders Following the Merger Will Be Different (page 122)

The rights of St. Martin shareholders will change as a result of the merger due to differences in Home’s and St. Martin’s governing documents. The rights of St. Martin shareholders are governed by Louisiana law and by the St. Martin articles of incorporation and bylaws. Upon the completion of the merger, St. Martin shareholders will become shareholders of Home, as the continuing legal entity in the merger, and the rights of St. Martin shareholders will therefore be governed by Home’s articles and bylaws (but will continue to be governed by Louisiana law).

Risk Factors (page 32)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors.”

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