UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2018
The First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Mississippi | 33-94288 | 64-0862173 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6480 U.S. Highway 98 West, Suite A
Hattiesburg, Mississippi, 39402
(Address and Zip Code of principal executive offices)
(601) 268-8998
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
Closing of Acquisition of Sunshine Financial, Inc.
Effective April 1, 2018, The First Bancshares, Inc., a Mississippi corporation (the “Company” or “First Bancshares”) completed its previously-announced merger (the “Merger”) with Sunshine Financial, Inc. (“Sunshine”) pursuant to that certain Agreement and Plan of Merger by and between the First Bancshares and Sunshine, dated as of December 6, 2017 (the “Merger Agreement”). At the closing, Sunshine merged with and into First Bancshares, with First Bancshares as the surviving corporation. Following the Merger, Sunshine’s wholly-owned subsidiary bank, Sunshine Community Bank, merged with and into the First Bancshares’ wholly-owned subsidiary bank, The First, A National Banking Association (“The First”), with The First as the surviving bank and continuing its corporate existence under the name “The First, A National Banking Association” (the “Bank Merger”, and together with the Merger, the “Mergers”).
Pursuant to the Merger Agreement, Sunshine shareholders are entitled to receive for each share of Sunshine common stock outstanding immediately prior to the Merger either 0.93 of a share of the Company’s common stock or $27.00 in cash, provided that the total mix of cash consideration and stock consideration to be issued by the Company to holders of Sunshine common stock will be fixed at 75% stock and 25% cash. Each outstanding share of First Bancshares common stock remained outstanding and was unaffected by the Mergers. As a result of the Mergers, First Bancshares will issue approximately 726,461 shares of First Bancshares common stock in the aggregate and pay approximately $7,030,800 in cash to former Sunshine shareholders.
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 16, 2018.
| Item 8.01 | Other Events |
On April 2, 2018, First Bancshares issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release of The First Bancshares, Inc., dated April 2, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE FIRST BANCSHARES, INC. | |||
| By: | /s/ Donna T. (Dee Dee) Lowery | ||
| Name: | Donna T. (Dee Dee) Lowery | ||
| Title: | Chief Financial Officer | ||
Date: April 2, 2018
Exhibit 99.1
First Bancshares, Inc. Completes Acquisition of Sunshine Financial, Inc.
HATTIESBURG, Miss., April 2, 2018 – The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First, A National Banking Association (“The First”), announced today that it has completed its acquisition of Sunshine Financial, Inc. (“Sunshine”). Following completion of the acquisition, Sunshine’s subsidiary bank, Sunshine Community Bank, was merged with The First, with The First as the surviving bank. As a result of this transaction, The First has expanded its footprint in the Florida panhandle with the addition of five branches in the Tallahassee market.
Pursuant to the terms of the merger agreement with Sunshine, each Sunshine shareholder will receive either $27.00 in cash or 0.93 of a share of First Bancshares’ common stock for each share of Sunshine common stock held prior to the merger, provided that the total mix of cash consideration and stock consideration to be issued by the Company to holders of Sunshine common stock will be fixed at 75% stock and 25% cash.
M. Ray “Hoppy” Cole, President & Chief Executive Officer, commented, “We are thrilled that Sunshine is now a part of The First and we look forward to growing our presence in the Tallahassee market. We believe that with the added scale and capacity of The First, combined with the local relationships and strong community focus of Sunshine, we will be in a great position to better serve our existing clients as well as develop new relationships in Tallahassee”.
As a result of the merger, the combined Company now has approximately $2.4 billion in total assets, $2.1 billion in total deposits and $1.7 billion in total loans. The First also now has over 60 locations across Mississippi, Louisiana, Alabama and Florida.
About The First Bancshares, Inc.
The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, the First has operations in Mississippi, Louisiana, Alabama and Florida. The Company’s stock is traded on the NASDAQ Global Market under the symbol FBMS. Additional information is available on the Company’s website: www.thefirstbank.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected returns and other benefits of the merger to shareholders. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or other business partners relationships, (3) the risk of successful integration of Sunshine’s business into the Company, (4) the amount of the costs, fees, expenses and charges related to the merger, (5) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (6) the risk that the integration of Sunshine’s operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected, (7) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the dilution caused by the Company’s issuance of additional shares of its common stock in the merger transaction, and (9) general competitive, economic, political and market conditions. Additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2017, and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. The Company expressly disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
| CONTACT: | For additional information, contact: |
| M. Ray “Hoppy” Cole, Jr. | |
| Chief Executive Officer | |
| Dee Dee Lowery | |
| Chief Financial Officer | |
| (601) 268-8998 |