The First Bancshares, Inc. (NasdaqGM:FBMS) signed an agreement and a plan of merger to acquire FPB Financial Corp. (OTCPK:FPBF) for $83.4 million on November 6, 2018. Pursuant to the agreement, each outstanding share of FPB Financial Corp. (FPB) stock will be converted into the right to receive 0.83 shares of the The First Bancshares? common stock, provided that the ratio is subject to adjustment in accordance with the terms of the agreement in the event that the average closing price of a share of the First Bancshares? common stock on the NASDAQ Global Select Market over the ten trading days ending five business days immediately prior to closing is either less than $34.61 or greater than $43.39. FPB will use its best efforts to convert its in-the-money warrants into common stock before closing; however, First Bancshares has committed to assume all the 198,275 FPB warrants with weighted average exercise price of $16.75 being cashed out at closing. Under the terms of the agreement, FPB will be merged with and into First Bancshares while First Bancshares? wholly owned subsidiary bank, The First, A National Banking Association, and FPB?s wholly owned subsidiary bank, Florida Parishes Bank, will be merged with and into The First immediately following the merger of FPB with and into The First Bancshares. FPB has agreed not to initiate, solicit, induce, or knowingly encourage or take any action or facilitate any alternative acquisition transaction or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non- public information relating to, any alternative acquisition transaction. In case of termination, FPB will pay a termination fee of $3.6 million. Key employees of FPB will be retained. The transaction will expand The First?s footprint in the Gulf South and the greater New Orleans area. To approve the merger agreement, FPB special meeting will be held on March 1, 2019. The Agreement and Plan of Merger is subject to customary conditions, including regulatory and governmental third-party approval, limitation on dissenters' rights, effectiveness of registration statement, qualification of the merger under specific tax code and approval by the shareholders of FPB. The deal has been unanimously approved by the Boards of Directors of First Bancshares and FPB. In connection with entering into the Merger Agreement, the directors of FPB have entered into voting agreements pursuant to which each such director agreed to vote his, her or its shares of FPB common stock in favor of approval of the Merger Agreement. The closing of the transaction is expected to occur in the first quarter of 2019. The transaction is projected to be immediately accretive to earnings with no tangible book value dilution. It is projected to be accretive to capital by approximately $5 million at closing and is expected to generate approximately $3 million a year in capital annually thereafter. The 2019 EPS accretion (partial year) is approximately 2.6%, 2020 EPS accretion is approximately 4.5% and the tangible book value payback period is accretive day 1. The internal rate of return is greater than 20%. Jason James Trembley and Kirk Hovde of Hovde Group LLC served as financial advisors to First Bancshares, and Mark Kanaly and David S. Park of Alston & Bird LLP served as its legal advisors. Chris Murray, John Pyne and Derek Szot of Sandler O?Neill & Partners, L.P. served as financial advisors to FPB, and Gerald F. Heupel, Jr. and Hugh T. Wilkinson of Silver, Freedman, Taff & Tiernan LLP served as its legal advisors. Sandler O?Neill will receive a fee for services in an amount equal to 0.90% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the merger, Sandler O?Neill?s fee was approximately $0.787 million. Sandler O?Neill also received a $0.15 million fee from FPB upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee becoming payable to Sandler O?Neill upon closing of the merger. The First Bancshares, Inc. (NasdaqGM:FBMS) completed the acquisition of FPB Financial Corp. (OTCPK:FPBF) for $78.5 million on March 1, 2019. Under the new terms of the transaction, The First Bancshares acquired FPB Financial Corp. at an exchange ratio of 0.8792. Following completion of the acquisition, FPB?s subsidiary bank, Florida Parishes Bank, was merged with The First, with The First as the surviving bank.