First Bancshares, holding company for The First, signed a merger agreement with Tallahassee, FL-based Sunshine Financial, parent company of Sunshine Community Bank, under which First Bancshares has agreed to acquire 100% of the common stock of Sunshine in a combined stock and cash transaction.
Both boards of directors approved the merger agreement and expect to close in Q2/18, subject to the usual customary conditions, including approval by both regulators and Sunshine’s shareholders.
Under the terms of the agreement, each Sunshine shareholder will have the option to receive either $27.00 in cash or 0.93 of a share of First Bancshares’ common stock in exchange for each share of Sunshine common stock, subject to customary pro-ration and reallocation procedures, so that 75% of Sunshine shares will receive the stock consideration and 25% will receive the cash consideration. The aggregate consideration is valued at approximately $32.1 million, based on 1,027,599 Sunshine common shares outstanding, 80,000 Sunshine in-the money options and FBMS’ stock price of $33.35 per share.
Upon completion of the transaction, along with First Bancshares’ additional acquisition of Southwest Banc Shares, the combined company will have approximately $2.4 billion in total assets, $2.0 billion in total deposits and $1.6 billion in total loans, with 63 locations in Mississippi, Louisiana, Alabama and Florida.
Louis O. Davis, Jr., president and CEO of Sunshine, said, “We are very happy to join First Bancshares and believe this combination will provide significant value to our shareholders, clients and employees. This is a natural fit which increases lending capabilities, expands capital resources and provides a more expansive product offering to the Tallahassee business community.”
Keefe, Bruyette and Woods served as financial advisor to First Bancshares, with Alston & Bird serving as its legal advisor. Banks Street Partners served as financial advisor to Sunshine, while Silver, Freedman, Taff & Tiernan served as legal advisor.