FB Financial Corporation (NYSE:FBK) Files An 8-K Other Events
Item 8.01
Other Events.
On February 8, 2017, FB Financial Corporation, a Tennessee
Corporation (the Company) issued a press release announcing the
execution of a Stock Purchase Agreement, dated February 8, 2017
(the Purchase Agreement), by and among the Company, its
wholly-owned banking subsidiary, FirstBank, Clayton HC, Inc., a
Tennessee Corporation (Seller), Clayton Bank Trust, a Tennessee
state bank and wholly-owned subsidiary of the Seller (CBT),
American City Bank, a Tennessee state bank and wholly-owned
subsidiary of the Seller (ACB, and together with CBT, the Clayton
Banks), and James L. Clayton, a significant shareholder of the
Seller, to which FirstBank will purchase from Seller all of the
issued and outstanding shares of the Clayton Banks (the Stock
Purchase). Following the consummation of the Stock Purchase, the
Clayton Banks will merge with and into FirstBank, with FirstBank
continuing as the surviving banking corporation. A copy of the
press release is attached hereto as Exhibit 99.1 to this Current
Report and incorporated by reference herein.
On February 8, 2017, FB Financial Corporation, a Tennessee
Corporation (the Company) issued a press release announcing the
execution of a Stock Purchase Agreement, dated February 8, 2017
(the Purchase Agreement), by and among the Company, its
wholly-owned banking subsidiary, FirstBank, Clayton HC, Inc., a
Tennessee Corporation (Seller), Clayton Bank Trust, a Tennessee
state bank and wholly-owned subsidiary of the Seller (CBT),
American City Bank, a Tennessee state bank and wholly-owned
subsidiary of the Seller (ACB, and together with CBT, the Clayton
Banks), and James L. Clayton, a significant shareholder of the
Seller, to which FirstBank will purchase from Seller all of the
issued and outstanding shares of the Clayton Banks (the Stock
Purchase). Following the consummation of the Stock Purchase, the
Clayton Banks will merge with and into FirstBank, with FirstBank
continuing as the surviving banking corporation. A copy of the
press release is attached hereto as Exhibit 99.1 to this Current
Report and incorporated by reference herein..
The information required by Item 1.01, including a copy of the
Purchase Agreement, will be filed in a separate Current Report on
Form 8-K.
The Company has also posted on the Investor Relations page of its
internet website a slide presentation related to the proposed
Stock Purchase. A copy of the slide presentation is attached
hereto as Exhibit 99.2 to this Current Report and incorporated by
reference herein. The foregoing description is qualified in its
entirety by reference to such exhibit. The Company is not
undertaking to update this presentation.
Additional Information and Participants in
Solicitation
This report is for informational purposes only and does not
constitute a solicitation of any vote or approval with respect to
the proposed acquisition of the Clayton Banks by the Company. The
issuance of the Stock Consideration in connection with the
proposed acquisition of the Clayton Banks by the Company will be
submitted to the shareholders of the Company for their
consideration. The Company will file with the SEC a proxy
statement and deliver the proxy statement to its shareholders as
required by applicable law. The Company may also file other
documents with the SEC regarding the proposed transaction. This
report is not a substitute for any proxy statement or any other
document which the Company may file with the SEC in connection
with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the proxy
statement and other documents containing important information
about the Company and the proposed transaction, once such
documents are filed with the SEC, through the website maintained
by the SEC at www.sec.gov. The Company makes available free of
charge at www.firstbankonline.com (in the Investor Relations
section of such website) copies of the materials it files with,
or furnishes to, the SEC.
The Company and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of the Company in connection with the proposed transaction.
Information about the directors and executive officers of the
Company is set forth in in the Companys final prospectus filed to
Rule 424(b)(3) under the Securities Act, as amended, filed with
the U.S. Securities and Exchange Commission on September 19, 2016
(Registration No. 333-213210). Such final prospectus can be
obtained free of charge from the sources indicated above. Other
information regarding those persons who are, under the rules of
the SEC, participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC when they become
available.
Forward-Looking Statements
This report, and the documents incorporated herein by reference,
contains forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act
made to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than
statements of historical fact are forward-looking statements. You
can identify these forward-looking statements in some cases
through the Companys use of words such as believes, anticipates,
expects, may, will, assumes, should, predicts, could, would,
intends, targets, estimates, projects, plans, potential and other
similar words and expressions of the future or otherwise
regarding the proposed acquisition, the anticipated benefits and
financial impact thereof, the outlook for the Companys future
business and financial performance and/or the performance of the
banking industry and economy in general.
These forward-looking statements include, without limitation,
statements relating to the anticipated benefits, financial impact
and closing of the proposed acquisition by the Company of the
Clayton Banks, including, the anticipated timing of the closing
of the proposed acquisition, any expected increase in the
Companys earnings per share and any expected earn-back period
related to dilution in tangible book value resulting from the
proposed acquisition, acceptance by the customers of the Clayton
Banks the Companys products and services, the opportunities to
enhance market share in certain markets, market acceptance of the
Company generally in new markets, expectations regarding future
investment in the Clayton Banks markets and the integration of
the Clayton Banks operations. Forward-looking statements are
based on the information known to, and current beliefs and
expectations of, the Companys management and are subject to
significant risks and uncertainties. Actual results may differ
materially from those contemplated by such forward-looking
statements. A number of important factors could cause actual
results to differ materially from those contemplated by the
forward-looking statements in this report including, without
limitation, the parties ability to consummate the acquisition or
satisfy the conditions to the completion of the acquisition,
including the receipt of the shareholder approvals; the receipt
of regulatory approvals required for the acquisition on the terms
expected or on the anticipated schedule; the parties ability to
meet expectations regarding the timing and completion and
accounting and tax treatment of the acquisition; the possibility
that any of the anticipated benefits of the proposed acquisition
will not be fully realized or will not be realized within the
expected time period; the risk that integration of the Clayton
Banks operations with those of the Company will be materially
delayed or will be more costly or difficult than expected; the
failure of the proposed acquisition to close for any other
reason; the effect of the announcement of the proposed
acquisition on employee and customer relationships and operating
results (including, without limitation, difficulties in
maintaining relationships with employees and customers); dilution
caused by the Companys issuance of additional shares of its
common stock in connection with the proposed acquisition; the
possibility that the proposed acquisition may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; general competitive, economic, political and
market conditions and fluctuations; and the other factors
described in the Companys final prospectus filed to Rule
424(b)(3) under the Securities Act, as amended, filed with the
U.S. Securities and Exchange Commission on September 19, 2016
(Registration No. 333-213210) under the captions Cautionary note
regarding forward-looking statements and Risk factors. Many of
these factors are difficult to foresee and are beyond the
Companys ability to control or predict. The Company believes the
forward-looking statements contained herein are reasonable;
however, undue reliance should not be placed on any
forward-looking statements, which are based on current
expectations and speak only as of the date that they are made.
The Company does not assume any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as otherwise may be required by
law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description of Exhibit
99.1
Press Release dated February 8, 2017
99.2
Investor Presentation dated February 8, 2017
About FB Financial Corporation (NYSE:FBK)
FB Financial Corporation is the holding company for FirstBank (the Bank). The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Bank provides a suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama and North Georgia. The Company operates approximately 40 full-service bank branches serving the Tennessee metropolitan markets of Nashville, Chattanooga, Knoxville, Memphis, Jackson and Huntsville (AL), in addition to over 10 community markets. The Company’s segments include Banking and Mortgage. The Banking segment provides a range of deposit and lending products and services to corporate, commercial and consumer customers. The Company offers full-service conforming residential mortgage products, including conforming residential loans and services through the Mortgage segment utilizing mortgage offices outside of the geographic footprint of the Banking operations. FB Financial Corporation (NYSE:FBK) Recent Trading Information
FB Financial Corporation (NYSE:FBK) closed its last trading session down -0.49 at 24.21 with 39,201 shares trading hands.
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