8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2023

The First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Mississippi	000-22507	64-0862173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6480 U.S. Hwy 98 West, Hattiesburg, MS	39402
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (601) 268-8998

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	FBMS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01
Completion of Acquisition or Disposition of Assets

Closing of Acquisition of Heritage Southeast Bancorporation, Inc.

Effective January 1, 2023, The First Bancshares, Inc., a Mississippi corporation (the “Company”) completed its previously announced merger (the “Merger”) with Heritage Southeast Bancorporation, Inc., a Georgia corporation (“HSBI”) pursuant to that certain Agreement and Plan of Merger by and between FBMS and HSBI, dated as July 27, 2022 (the “Merger Agreement”). On January 1, 2023, HSBI merged with and into the Company, with the Company as the surviving corporation.  Immediately following the Merger, HSBI’s wholly owned subsidiary bank, Heritage Southeast Bank, merged with and into the Company’s wholly-owned subsidiary bank, The First Bank, with The First Bank as the surviving bank and continuing its corporate existence under the name “The First Bank” (the “Bank Merger”, and together with the Merger, the “Mergers”).

Pursuant to the Merger Agreement, holders of HSBI common stock will receive 0.965 of a share of Company common stock (the “Exchange Ratio”) (subject to the payment of cash in lieu of fractional shares) for each share of HSBI common stock held immediately prior to the effective time. Each share of Company common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. The Company will issue up to approximately to 6,920,909 shares of Company common stock in connection with the Merger.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 1, 2022.

Item 8.01
Other Events

On January 3, 2023, FBMS issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.

(a) Financial statements of business acquired

The financial statements of HSBI required by Item 9.01(a) of Form 8-K will be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

2.1	Agreement and Plan of Merger, dated as of July 27, 2022, by and between The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. (incorporated by reference to Exhibit 2.1 to The First Bancshares, Inc.’s Current Report on Form 8-K filed on August 1, 2022).
99.1	Press Release of The First Bancshares, Inc., dated January 3, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE FIRST BANCSHARES, INC.
By:	/s/ Donna T. (Dee Dee) Lowery
Name:	Donna T. (Dee Dee) Lowery
Title:	Chief Financial Officer

Date:  January 3, 2023

EX-99.1

Exhibit 99.1

The First Bancshares, Inc. Completes Acquisition of Heritage Southeast Bancorporation, Inc.

HATTIESBURG, Miss.--(BUSINESS WIRE)--January 3, 2023--The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today that it has completed its previously-announced acquisition of Heritage Southeast Bancorporation, Inc. (“HSBI”) effective January 1, 2023. Following completion of the acquisition, HSBI’s subsidiary bank, Heritage Southeast Bank was merged with The First Bank, with The First Bank as the surviving bank.

M. Ray “Hoppy” Cole, Jr., President, Chairman, and CEO of the Company, remarked:

“Our merger with Heritage Southeast creates a unique community banking franchise, with meaningful market share in some of the most dynamic and fastest growing economies in the southeastern United States. It brings together two experienced management teams who share a similar culture and commitment to serving their local communities. We are confident that together we will continue to build significant value for all of our stakeholders.”

As a result of the merger, The First Bank now has approximately $7.9 billion in total assets, $6.9 billion in total deposits and $5.0 billion in total loans. The Company also now has 114 locations across Mississippi, Louisiana, Alabama, Florida, and Georgia.

About The First Bancshares, Inc.

The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, the First has operations in Mississippi, Louisiana, Alabama, Florida, and Georgia. The Company’s stock is traded on the NASDAQ Global Market under the symbol FBMS. Additional information is available on the Company’s website: www.thefirstbank.com.

Cautionary Statements Regarding Forward-Looking Information.

This news release and certain of our other filings 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) developments in our mortgage banking business, including loan modifications, general demand, and the effects of judicial or regulatory requirements or guidance; (5) changes in applicable laws, rules, or regulations; (6) risks related to the Company’s recently completed and pending 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; (7) changes in management’s plans for the future; (8) credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values, or competition; (9) changes in accounting principles, policies, or guidelines; (10) 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 and related variants; (11) the continued impact of the COVID-19 pandemic and related variants on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; (12) higher inflation and its impacts; (13) significant turbulence or disruption in the capital or financial markets and the effect of a fall in stock market prices on our investment securities; (14) the effects of war or other conflicts including the impacts relating to or resulting from Russia’s military action in Ukraine; and (15) other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services.

Risks relating to the Heritage Southeast Bancorporation, Inc. merger (the “Merger”) include, without limitation, (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the risk of successful integration of Heritage Southeast Bancorporation, Inc. into the Company, (4) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (5) the risk that the integration of the operations of Heritage Southeast Bancorporation, Inc. into the operations of the Company will be materially delayed or will be more costly or difficult than expected, and (6) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed.

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 (“SEC”), 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.

Contacts

M. Ray “Hoppy” Cole, Jr.
Chairman and Chief Executive Officer

Dee Dee Lowery
Chief Financial Officer
(601) 268-8998

XML

Document and Entity Information	Jan. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2023
Entity Registrant Name	The First Bancshares, Inc.
Entity Incorporation, State or Country Code	MS
Entity File Number	000-22507
Entity Tax Identification Number	64-0862173
Entity Address, Address Line One	6480 U.S. Hwy 98 West
Entity Address, City or Town	Hattiesburg
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39402
City Area Code	601
Local Phone Number	268-8998
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000947559
Title of 12(b) Security	Common Stock
Trading Symbol	FBMS
Security Exchange Name	NASDAQ