FirstSun Capital Bancorp entered into a letter of intent to acquire Pioneer Bancshares, Inc. (OTCPK:PONB) from JLL/FCH Holdings I, LLC and others on March 29, 2021. FirstSun Capital Bancorp entered into a definitive agreement to acquire Pioneer Bancshares, Inc. (OTCPK:PONB) from JLL/FCH Holdings I, LLC and others on May 11, 2021. As a result of the transaction, FirstSun Capital Bancorp, the holding company of Sunflower Bank, N.A. and Texas-based Pioneer Bancshares, Inc., the holding company of Pioneer Bank, SSB will merge with and into FirstSun and Sunflower Bank, respectively, in an all-stock transaction. Following the merger, the combined company will operate under the FirstSun and Sunflower Bank trade names. Pioneer Bancshares will pay $11.25 million as termination fee and FirstSun will pay $5 million to Pioneer. As of December 21, 2021, the termination date of the merger agreement will be extended from December 31, 2021 to March 31, 2022. It is expected that within our first year together, Sunflower will move their bank headquarters to Austin. Upon closing, the Board of Directors of both FirstSun and Sunflower Bank will be expanded to include former directors of Pioneer and Pioneer Bank. Ron Coben, Pioneer Bank's Chief Executive Officer, will remain involved with Sunflower to co-manage the integration of the two banks into 2022.

The transaction is subject to satisfaction of receipt of regulatory approvals, the S-4 shall have been declared effective by the SEC, Pioneer shareholder approval and other customary closing conditions. The Pioneer board of directors has unanimously approved the merger agreement and unanimously recommends that Pioneer shareholders vote “FOR” the proposal. As of September 16, 2021, the shareholders of Pioneer has approved the transaction. As of March 7, 2022, all required regulatory approvals has been received. The transaction is expected to close sometime around October 1, 2021. As of July 6, 2021, the transaction is expected to close early fourth quarter 2021. As of March 8, 2022, the transaction is expected to close on April 1, 2022. Stephens Inc. acted as the financial advisor and fairness opinion provider and Maurice Holloway, Ann Murray, Brennan Ryan, Aileen Nagy and John Willis of Nelson Mullins Riley & Scarborough LLP acted as the legal advisor to FirstSun. Piper Sandler & Co. acted as the financial advisor and Joshua T. McNulty, Don J. Lonczak, Scott C. Sanders, Rebecca L. Baker, Timothy A. Wilkins, Jason M. Jean, Will Anderson and Troy Harder of Bracewell LLP acted as the legal advisor to Pioneer. D.F. King & Co., Inc. acted as proxy solicitor for Pioneer and will receive a fee of $11,250. Piper Sandler will receive a fee equal to (i) 0.90% of the aggregate purchase price, plus (ii) 1.00% of the amount by which the aggregate purchase price exceeds $200 million, if any, up to $230 million, plus (iii) 2.50% of the amount by which the aggregate purchase price exceeds $230 million, if any, which fee is contingent upon the closing of the merger. At the time of announcement of the merger, Piper Sandler's fee was approximately $2.3 million. Piper Sandler also received a $150,000 fee from Pioneer upon rendering its fairness opinion.