Business First Bancshares, Inc. (NasdaqGS:BFST) entered into a definitive agreement to acquire Pedestal Bancshares Inc. for approximately $190 million on January 22, 2020. Under the terms of the agreement, Pedestal’s shareholders approximately 7.6 million shares of Business First’s common stock representing 1.745 shares per share of Pedestal Bancshares. In addition, prior to the closing of the merger, Pedestal will be permitted to make a one-time distribution to its shareholders equal to the balance of Pedestal’s accumulated adjustment account, subject to a maximum of $5 per share. Each Pedestal restricted stock unit award that is outstanding prior to the closing of the merger will be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of Pedestal common stock underlying such restricted stock unit award. Immediately following the merger, Pedestal’s wholly-owned banking subsidiary, Pedestal Bank, will merge with and into Business First’s wholly-owned banking subsidiary, b1BANK, with b1BANK as the surviving bank. Following the completion of the transaction, former Pedestal shareholders will own approximately 36% of the combined company. Pursuant to the completion of the transaction, Business First will fix the size of its board of directors at fourteen members, which will be comprised of ten current directors of Business First and four current directors of Pedestal. In addition, Pedestal Bank’s President and Chief Executive Officer, Mark Folse, will relocate to Baton Rouge to join Business First Bank’s executive team. In the event of termination under certain circumstances, Pedestal needs to pay $8 million as termination fee to Business First. The transaction is subject to customary closing conditions, including approval of Boards and sahreholders of Business First Bancshares and Pedestal Bancshares, receipt of customary regulatory approvals including the approvals of the Federal Reserve, Federal Deposit Insurance Corporation (FDIC) and Office of Financial Institutions (OFI), expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, the effectiveness under the Securities Act of the registration statement on Form S-4, each party’s receipt of a tax opinion from its respective outside legal counsel, dated the closing date of the merger, confirming the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the absence of 5% or more of the outstanding shares of Pedestal’s common stock exercising their appraisal rights, the absence of any material adverse change in the financial condition, business or results of operations of Pedestal, Pedestal Bank, Business First or b1BANK, the continued accuracy of the representations and warranties made by the parties in the merger agreement and the performance by each party of its respective obligations under the merger agreement. The transaction is unanimously approved by the boards of Business First Bancshares and Pedestal Bancshares. As of April 10, 2020, Business First has received regulatory approval from the Federal Reserve Board, the FDIC and the Louisiana OFI. As of April 14, 2020, shareholders of Business First have approved the transaction. As of April 21, 2020, shareholder of Pedestal have approved the transaction and along with this, the transaction has received all customary regulatory approvals. The transaction is expected to close as early as the second quarter of 2020. The transaction is expected to close as early as May 2020. As of April 10, 2020, the transaction is expected to be completed on or about May 1, 2020. The transaction is 25%+ EPS accretive. Raymond James & Associates, Inc. acted as financial advisor and fairness opinion provider and Mark C. Kanaly, Kyle G. Healy, David Park, John Shannon, Scott Harty, Blake MacKay, Brett Coburn and Aaron Dixon of Alston & Bird LLP acted as legal advisors to Business First. Stephens Inc. acted as financial advisor and fairness opinion provider and Lowell W. Harrison and Geoffrey S. Kay of Fenimore, Kay, Harrison & Ford, LLP acted as legal advisors to Pedestal. Business First paid Raymond James a fee of $250,000 upon delivery of its opinion and will also pay Raymond James a fee for advisory services in connection with the merger equal to $1.25 million (less the fee paid upon delivery of the opinion, the amount of which shall be deducted), a substantial portion of which is contingent upon the closing of the merger. Business First Bancshares, Inc. (NasdaqGS:BFST) completed the acquisition of Pedestal Bancshares Inc. on May 1, 2020. Upon consummation of the merger, Business First Bancshares issued 7,614,506 shares of its common stock to the former shareholders of Pedestal. At the effective time, Pedestal was merged with and into Business First, with Business First surviving the merger. The designees of Business First to the Board of Directors of combined entity are Bob Greer, Jude Melville, Patrick Mockler, David Montgomery, Rolfe McCollister, Art Price, Andrew McLindon, Kenny Smith, John Graves and Steve White while Pedestal’s designees are Mark Folse, JJ Buquet, Ricky Day and Vernon Johnson, each of which was appointed to the Board following as of the effective time of the merger. In connection therewith, each of Everett Stewart, David Laxton, Jack Byrd, Jerome Vascocu, Benny Alford, Bobby Yarborough and Fayez Shamieh resigned from and ceased serving as directors on the Board and any and all committees thereof as of the effective time of the merger. In addition, Mark Folse, Pedestal’s President and Chief Executive Officer, was appointed as the Executive Vice President of b1Bank.