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First Financial, TB&T CEOs met as early as 2014 to discuss potential deal

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First Financial, TB&T CEOs met as early as 2014 to discuss potential deal

The CEOs of First Financial Bankshares Inc. and TB&T Bancshares Inc. met as early as 2014 to discuss the feasibility of a possible business combination.

Prior to TB&T's formation in October 2017, First Financial submitted a written offer to The Bank & Trust earlier that year, but the latter rejected the terms. A publicly traded Texas-based financial institution holding company also made an offer to The Bank & Trust around the same time, but that offer was rejected as well.

First Financial President and CEO Scott Dueser made an oral offer to acquire TB&T in March. Dueser and TB&T Chairman and CEO Timothy Bryan then engaged in preliminary discussions of the deal terms, which included having no required minimum TB&T shareholders' equity; no price adjustments based on TB&T's performance or underperformance; and TB&T to generally having no termination rights based on fluctuations in First Financial's stock price.

On May 9, First Financial submitted an offer to TB&T's board, proposing to acquire the company for $190 million based on First Financial's stock price of $30.98. Abilene, Texas-based First Financial proposed to issue 6,132,990 common shares in exchange for the common stock of Bryan, Texas-based TB&T, and it would also allow TB&T to pay $3.0 million in pre-closing dividends to shareholders.

On May 20, First Financial revised its offer by increasing the number of common shares to be issued to 6,275,806. The revised offer would also allow TB&T to pay $2.0 million in discretionary bonuses to its employees and to unit Bank & Trust's staff. Another revised offer was submitted May 28, which allowed TB&T to use a portion of the $3.0 million in pre-closing dividends as retention bonuses for key employees.

On Aug. 28, the two companies extended the exclusivity period of the letter of interest until Sept. 30.

The deal was announced in the aftermarket hours of Sept. 19.