BancorpSouth Inc. (NYSE:BXS) signed a definitive merger agreement to acquire Ouachita Bancshares Corp. (‘OBC’) for approximately $110 million in cash and stock on January 8, 2014. Under the terms of the definitive agreement, BancorpSouth will issue a maximum of approximately 3.68 million shares of BancorpSouth common stock plus approximately $22.88 million in cash, subject to certain conditions and potential adjustments. The terms of the agreement provide for a collar with respect to the total deal value ranging from $99 million to $112 million. The consideration includes 80% in stock and 20% in cash. If necessary, the share count will be adjusted downward or the cash consideration adjusted upward to accommodate the respective boundaries of the collar. OBC may be required to pay BancorpSouth a fee of $4.5 million in the event of termination under certain circumstances. On July 21, 2014, the agreement is amended where collar was removed with pricing floor only. As per amendment, buyer has to pay minimum consideration of $107.5 million through cash consideration of $22.875 million and shares issuance of 3.68 million. Ouachita Independent Bank, OBC’s principal operating subsidiary, has total assets of $652.5 million as of December 31, 2013. Clyde White will continue to serve as Chairman of the Board and Kevin Koh the Chief Executive Officer of OBC until the merger is completed. After the merger, Kevin Koh will become BancorpSouth's Division President with responsibility for Northeast Louisiana markets. Lee Copeland, BancorpSouth's Division President for North Louisiana, will continue to serve as Division President for BancorpSouth's Northwest Louisiana markets including Shreveport. Chris Windham, OBC's Chief Lending Officer, upon consummation of the merger, will serve as Senior Lender for the Northeast Division. L.J. Holland, BancorpSouth's Monroe-West Monroe Market President will continue in his role. The transaction is subject to certain conditions, including the approval by OBC shareholders, the New York Stock Exchange authorizing for listing the shares of BancorpSouth common stock to be issued as consideration, receipt of all required regulatory approvals including that of the Federal Deposit Insurance Corp. (‘FDIC’) and the expiration of any regulatory waiting periods, BancorpSouth’s registration statement on form S-4 becoming effective under the Securities Act, the holders of less than 5% of the total outstanding shares of Ouachita Bancshares common stock having exercised dissenters’ rights with respect to the merger and each of the employment agreements and change of control agreements between OBC and/or Ouachita Independent Bank and an officer thereof being terminated. The merger has been unanimously approved by the Boards of Directors of BancorpSouth and OBC. The transaction is expected to close during the second quarter of 2014. The deal is anticipated to be accretive to earnings per share. On April 8, 2014, the transaction was approved by OBC shareholders. On July 25, 2014, Ouachita and BancorpSouth extended the merger agreement to June 30, 2015. On August 7, 2014, BancorpSouth cancelled the proposed acquisition of OBC after the Federal Reserve Board announced it would not consider regulatory approval for the acquisitions until the BancorpSouth addressed an issue that FDIC had flagged. On February 25, 2015, BancorpSouth refilled merger application with the appropriate regulatory agencies. On June 30, 2015, BancorpSouth announced the extension of the merger agreements until December 31, 2015, without material changes. The transaction is expected to close shortly after receiving all required regulatory approvals. On October 14, 2016, the deal was extended till December 31, 2017. On August 15, 2017, the transaction agreement was amended with BancorpSouth Bank replacing BancorpSouth Inc. after the re-organization of BancorpSouth. On November 1, 2017, BancorpSouth Bank (NYSE:BXS), after completion of the reorganization and changing name from BancorpSouth, Inc. requested SEC for withdrawal of registration statement on form S-4 for the transaction. On December 27, 2017, the transaction is subject to customary closing items and BancorpSouth received regulatory approvals from the FDIC and the Mississippi Department of Banking and Consumer Finance. The transaction is expected to close on January 15, 2018. Sheshunoff & Co acted as financial advisor and Chet A. Fenimore and Lowell W. Harrison of Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor for OBC. Jason M. Jean of Bracewell & Guiliani LLP and Pat Caldwell of Riley Caldwell Cork & Alvis acted as legal advisors for BancorpSouth. Registrar and Transfer Company acted as exchange agent for BancorpSouth. Sheshunoff & Co. will receive a fee equal to 1% of the value of the aggregate merger consideration. BancorpSouth Bank (NYSE:BXS) completed the acquisition of Ouachita Bancshares Corp. on January 15, 2018.