The First Bancshares, Inc. (NasdaqGM:FBMS) executed non-binding indication of interest to acquire Heritage Southeast Bancorporation, Inc. (OTCPK:HSBI) for approximately $210 million on June 16, 2022. The First Bancshares, Inc. (NasdaqGM:FBMS) executed a definitive agreement to acquire Heritage Southeast Bancorporation, Inc. (OTCPK:HSBI) on July 27, 2022. As per the terms of the transaction, HSBI shareholders will receive 0.965 shares of First Bancshares common stock for each share of HSBI common stock upon the closing of the transaction. The exchange ratio for the transaction is fixed, which means that the transaction value will fluctuate as a result of changes in the First Bancshares stock price. All outstanding options to acquire shares of HSBI common stock will be cashed out at the closing of the transaction. The transaction is valued at approximately $207 million or $28.64 per share. HSBI will merge with and into FBMS, with FBMS as the surviving company, and Heritage Southeast Bank will be merged with and into The First, with The First as the surviving bank. HSBI may be required to pay First Bancshares a termination fee of $8,000,000. The transaction is subject to receipt of approvals from regulatory authorities, the approval of HSBI?s shareholders, the approval of the Company?s shareholders, the effectiveness of the registration statement on Form S-4, the receipt of certain consents and approval from third parties, approval of the merger agreement by the holders of at least a majority of the outstanding shares of First Bancshares common stock and the satisfaction of other customary closing conditions. The deal has been unanimously approved by the boards of directors of each of HSBI and The First Bancshares. The shareholders meeting of FBMS is scheduled on December 29, 2022. As of December 11, 2022, the Board of Governors of the Federal Reserve System has approved the deal. As of December 30, 2022, the transaction has been approved by the shareholders of both First Bancshares and HSBI. The transaction is expected to close in the fourth quarter of 2022 or first quarter of 2023. The transaction is expected to close in early January 2023. As of December 30, 2022, the transaction is expected to become effective as of January 1, 2023.

Christopher Mihok, Christopher Dewberry of Keefe, Bruyette & Woods, Inc, A Stifel Company , served as financial advisor to First Bancshares and rendered a fairness opinion to its board of directors. Mark Kanaly, Cliff Stanford, Blake MacKay and Brett Coburn of Alston & Bird LLP served as legal counsel to First Bancshares. D.A. Davidson & Co. also served as a financial advisor to First Bancshares and rendered a fairness opinion with a service fee of $350,000 to its board of directors. Piper Sandler & Co. served as financial advisor and Nelson Mullins Riley & Scarborough LLP served as legal counsel HSBI. HSBI agreed to pay Piper Sandler?s fee was approximately $2.48 million. Piper Sandler also received a $250,000 fee from HSBI upon rendering its opinion. Piper Sandler will receive a fee for such services in an amount equal to 1.20% of the aggregate purchase price. First Bancshares has agreed to pay KBW a cash fee of $2,000,000, $350,000 of which became payable with the rendering of KBW?s opinion.

The First Bancshares, Inc. (NasdaqGM:FBMS) completed the acquisition of Heritage Southeast Bancorporation, Inc. (OTCPK:HSBI) on January 1, 2023.