Prosperity Bancshares, Inc. (NYSE:PB) executed a letter of intent to acquire First Bancshares of Texas, Inc. from a group of shareholders on August 8, 2022. Prosperity Bancshares, Inc. entered into a definitive merger agreement to acquire First Bancshares of Texas, Inc. from a group of shareholders for approximately $340 million on October 10, 2022. Under the terms of the First Bancshares Agreement, all outstanding stock and equity awards of First Bancshares will be converted into the right to receive an aggregate of 3,583,370 shares of Prosperity common stock, plus cash in lieu of any fractional share, and an amount of cash equal to $93.4 million, subject to certain conditions and potential adjustments. In a related transaction, Prosperity Bancshares, Inc. (NYSE:PB) also entered into a definitive merger agreement to acquire Lone Star State Bancshares, Inc. for approximately $230 million on October 11, 2022. In case of termination, First Bancshares will be required to pay Prosperity a termination fee of $13,665,708. As of June 30, 2022, First Bancshares reported a total assets of $2.121 billion. As part of the transaction, Ken Burgess, Brad Burgess, Greg Burgess and Jeremy Bishop will join Prosperity Bank as Regional Presidents. The transaction has been unanimously approved by the Boards of Directors of both Prosperity and First Bancshares of Texas. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of First Bancshares. The transaction is expected to close during the first quarter of 2023.

First Bancshares was advised by Kade Machen, Scott Studwell and Buster Williams of Stephens Inc., as financial advisor, and Chet Fenimore and Jeremy S. Lemmon of Fenimore Kay Harrison LLP, as legal counsels. Will Anderson and Ben Martin of Bracewell LLP served as legal counsels to Prosperity. Kade Machen, Scott Studwell and Buster Williams of Stephens Inc. acted as fairness opinion provider to the board of directors to First Bancshares. Kade Machen, Scott Studwell and Buster Williams of Stephens Inc. and Fenimore Kay Harrison LLP acted as due diligence providers to First Bancshares. The transfer agent and registrar for Prosperity's common stock is Computershare Investor Services, Inc. Manhattan Transfer Registrar Company acted as transfer agent to First Bancshares.

As of April 17, 2023, the received all regulatory approvals and shareholder approvals necessary to complete. The merger is expected to be effective as of May 1, 2023, subject to the satisfaction or waiver of customary closing conditions described in the definitive merger agreement. FirstCapital banking locations will continue to operate under the FirstCapital name until the operational integration, which is scheduled for May 15, 2023. As of December 31, 2022, First Bancshares, on a consolidated basis, reported total assets of $2.16 billion, total loans of $1.64 billion and total deposits of $1.80 billion.

Prosperity Bancshares, Inc. (NYSE:PB) completed the acquisition of First Bancshares of Texas, Inc. from a group of shareholders on May 1, 2023.