First Bancorp (NasdaqGS:FBNC) entered in a definitive merger agreement to acquire GrandSouth Bancorporation (OTCPK:GRRB) for approximately $160 million on June 21, 2022. First Bancorp will acquire GrandSouth in an all-stock transaction with a total current value of $181.1 million, or $31.43 per share, based on First Bancorp's stock price as of June 17, 2022. At closing, GrandSouth shareholders will receive 0.910 shares of First Bancorp's common stock for each share of GrandSouth's common and preferred stock. Pursuant to the merger agreement, as of the effective time of the Merger, each outstanding Registrant stock option will convert into an option to acquire FBNC common stock adjusted based on the 0.91 exchange ratio. Post-acquisition, First Bancorp will own 87% and GrandSouth will own 13% stake in combined company. Upon termination of the merger agreement by GrandSouth, GrandSouth may be required to pay to FBNC a termination fee of $7.2 million. The merger agreement provides that at the closing of the Merger, FBNC will appoint two members of the GrandSouth's board of directors to the boards of directors of FBNC and First Bank. James B. Schwiers to serve as president at South Carolina Banking.

The transaction is subject to GrandSouth shareholder approval, the effectiveness of a registration statement to be filed by FBNC with respect to the FBNC common stock to be issued in the Merger, regulatory approval, exchange listing, Dissenters' Rights and other customary closing conditions. The merger agreement, unanimously approved by the board of directors of each company. GrandSouth shareholder will hold a special meeting on November 8, 2022 to approve the transaction. As of October 27, 2022, all regulatory approvals have been received for the transaction. As of November 8, 2022, the shareholders of GrandSouth has approved the deal. The transaction is expected to close in the late fourth quarter of 2022 or early first quarter of 2023. As of July 18, 2022, the transaction is expected to close late this year or the first quarter of 2023. The transaction is expected to close during the first quarter of 2023. As of October 27, 2022, the transaction is expected to close early in January 2023.

Scott Randall Anderson, Patrick J. Long and Christopher L. Kochard of Keefe, Bruyette & Woods, Inc. acted as financial advisor and Robert A. Singer of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP acted legal counsel to First Bancorp. Piper Sandler & Co. acted as financial advisor, due diligence provider and fairness opinion provider with a service fee of $200,000, and Benjamin A. Barnhill, Brittany M. McIntosh, Kenneth A. Janik and Maurice D. Holloway of Nelson Mullins Riley & Scarborough LLP acted as legal advisor and due diligence provider to GrandSouth. Piper Sandler & Co. will receive a fee for its services in an amount equal to 1.30% of the aggregate purchase price, 75% of which fee is contingent upon the closing of the merger. Scott Anderson, Patrick Long and Christopher Kochard of Stifel Financial Corp. acted as financial advisor to First Bancorp. Continental Stock Transfer & Trust Company acted as transfer agent to GrandSouth. Computershare Limited acted as transfer agent to First Bancorp.

First Bancorp (NasdaqGS:FBNC) completed the acquisition of GrandSouth Bancorporation (OTCPK:GRRB) on January 1, 2023.