Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of The First Bancshares, Inc.'s press
release issued on September 2, 2021 related to the matters discussed below.
Furnished as Exhibit 99.2 is a copy of First Bancshares, Inc.'s slide
presentation dated September 2, 2021 related to the matters discussed below.
The information contained in this Item 7.01 and in Exhibits 99.1, and 99.2
attached to this Report is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934.
Item 8.01. Other Events.
Branch Purchase
On September 2, 2021, The First, A National Banking Association ("The First")
entered into an agreement with Cadence Bank and BancorpSouth Bank to purchase 7
bank branches. The definitive purchase agreement provides that the consummation
of the transaction must occur within 180 days following the BancorpSouth and
Cadence merger. However, this transaction is expected to close in the fourth
quarter of 2021, subject to the satisfaction of customary closing conditions,
including the consummation of the BancorpSouth and Cadence merger and receipt of
all necessary regulatory approvals. The First is the bank subsidiary of The
First Bancshares, Inc. (the "Company").
The branches are in Starkville, Mississippi (3 branches), West Point,
Mississippi (2 branches), and Aberdeen, Mississippi (2 branches). It is expected
that The First will assume approximately $450 million in deposits for a premium
of $1 million, acquire approximately $42 million in loans at par value, acquire
the real estate associated with the 7 branches at their appraised value, and
acquire other assets associated with the branches at book value.
Forward Looking Statements
This communication and certain of our other filings of the Company with the
Securities and Exchange Commission contain statements that constitute "forward
looking statements" within the meaning of, and subject to the protections of,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are forward-looking statements. Such statements
can generally be identified by such words as "believes," "anticipates,"
"expects," "may," "will," "assumes," "should," "predicts," "could," "would,"
"intends," "targets," "estimates," "projects," "plans," "potential,"
"positioned" and other similar words and expressions of the future or otherwise
regarding the outlook for the Company's future business and financial
performance and/or the performance of the banking industry and economy in
general. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve known and
unknown risk and uncertainties which may cause the actual results, performance
or achievements of the Company to be materially different from the future
results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are based on the
information known to, and current beliefs and expectations of, the Company's
management and are subject to significant risks and uncertainties. Actual
results may differ materially from those contemplated by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to: (1) competitive pressures among financial institutions increasing
significantly; (2) changes in economic or political conditions, either
nationally or locally, particularly in areas in which the Company conducts
operations; (3) interest rate risk; (4) changes in applicable laws, rules, or
regulations, including changes to statutes, regulations or regulatory policies
or practices as a result of, or in response to COVID-19; (5) risks related to
the Company's recently completed acquisitions, including that the anticipated
benefits from the recently completed acquisitions are not realized in the time
frame anticipated or at all as a result of changes in general economic and
market conditions or other unexpected factors or events; (6) changes in
management's plans for the future; (7) credit risk associated with our lending
activities; changes in interest rates, loan demand, real estate values, or
competition; (8) changes in accounting principles, policies, or guidelines; (9)
adverse results from current or future litigation, regulatory examinations or
other legal and/or regulatory actions, including as a result of the Company's
participation in and execution of government programs related to the COVID-19
pandemic; (10) the impact of the COVID-19 pandemic on the Company's assets,
business, cash flows, financial condition, liquidity, prospects and results of
operations; (11) potential increases in the provision for loan losses resulting
from the COVID-19 pandemic; (12) the possibility that the proposed transaction
will not close when expected or at all because required regulatory approval are
not received or other conditions to the closing are not satisfied on a timely
basis or at all; (13) the possibility that the anticipated benefits of the
transaction will not be realized when expected or at all, including as a result
of the impact of, or problems arising from the integration of customers or as a
result of the strength of the economy and competitive factors in the areas where
the Company does business; (14) the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; (15) diversion of management's attention from ongoing
business operations and opportunities; (16) potential adverse reactions or
changes to business or employee relationships, including those resulting from
the announcement or completion of the transaction; and (17) other general
competitive, economic, political, and market factors, including those affecting
our business, operations, pricing, products, or services. These and other
factors that could cause results to differ materially from those described in
the forward-looking statements, as well as a discussion of the risks and
uncertainties that may affect our business, can be found in our Annual Report on
Form 10-K and in other filings we make with the Securities and Exchange
Commission, which are available on the SEC's website, http://www.sec.gov. Undue
reliance should not be placed on forward-looking statements. The Company
disclaims any obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements included
herein to reflect future events or developments.
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Item 9.01. Financial Statements and Exhibits.
Exhibit # Description
99.1 Text of Press Release issued September 2, 2021
99.2 Slide Presentation dated September 2, 2021
104 Cover Page Interactive Data File, formatted in Inline XBRL
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