First Financial Bankshares, Inc. (NasdaqGS:FFIN) entered into a non-binding letter of interest to acquire TB&T Bancshares, Inc. for approximately $200 million on May 9, 2019. As of September 19, 2019, First Financial Bankshares, Inc. (NasdaqGS:FFIN) entered into a definitive agreement to acquire TB&T Bancshares, Inc. for approximately $200 million. As consideration, First Financial will issue approximately 6,275,806 shares of its common stock. FFIN and TBT have agreed that TBT may, on the terms and subject to the conditions set forth in this agreement, pay dividends to its shareholders in an amount of up to $2 million prior to closing. FFIN and TBT have agreed that they will make, or enter into agreements to make, certain retention and bonus payments to employees, directors and certain other Persons in an amount of up to $3 million on the terms and subject to the conditions set forth in this agreement. At the effective time of the Merger, each outstanding share of TB&T common stock will be converted into the right to receive 1.2502 shares of FFIN common stock. Holders of TB&T common stock will receive cash in lieu of fractional shares. Following the closing of the Merger, TB&T’s former shareholders will have aggregate ownership of approximately 4.4% of the outstanding common stock of FFIN. Pursuant to the acquisition, TB&T will be a wholly owned subsidiary of FFIN. TBT or FFIN may terminate the merger, if the conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not been met or waived by May 15, 2020, or such later date as has been approved by the parties hereto. The boards of directors of each of FFIN and TB&T have approved the merger and the reorganization agreement. The consummation of the Merger is subject to various conditions, including receipt by TB&T of the requisite approvals of the reorganization agreement and merger from the shareholders of TB&T, receipt of all required regulatory approvals, third party approvals, approval of the Board of Governors of the Federal Reserve System and OCC, the effectiveness of the registration statement to be filed by FFIN with the Securities and Exchange Commission with respect to the FFIN common stock to be issued in the Merger, and certain officers of TB&T entering into employment agreements with First Financial Bank, N.A., termination of employee plans. The TBT Board the recommended that the shareholders of TBT vote in favor of the approval and adoption of this agreement and the merger. All of the members of the board of directors of TB&T have entered into a voting agreement pursuant to which they have agreed to vote their shares of TB&T common stock in favor of the approval and adoption of the Reorganization Agreement and the Merger and against any alternative transaction. Subject to satisfaction of the closing conditions, the parties anticipate completing the merger during the first quarter of 2020. J.P. Morgan Securities LLC acted as financial advisor and Michael G. Keeley, Alex Clark and Bill Bowers of Norton Rose Fulbright US LLP acted as legal advisors to First Financial. Stephens Inc. acted as financial advisor and Chet A. Fenimore of Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to TB&T Bancshares. First Financial Bankshares, Inc. (NasdaqGS:FFIN) completed the acquisition of TB&T Bancshares, Inc. on January 1, 2020. In addition, prior to closing, TB&T Bancshares, Inc. paid a special dividend to its shareholders totaling approximately $2.0 million in accordance with the definitive agreement. First Financial’s banking operations now include 78 locations that span from Hereford in the Panhandle to Orange in southeast Texas.