Merger Will Add to FirstBank’s Tennessee Footprint in Key Markets
NASHVILLE, Tenn.--(BUSINESS WIRE)--
FB Financial Corp. (NYSE: FBK), which operates through its wholly owned
banking subsidiary, FirstBank, announced today it has completed its
merger with Clayton Bank and Trust, headquartered in Knoxville, Tenn.,
and American City Bank, headquartered in Tullahoma, Tenn.
FirstBank, the third largest Tennessee-headquartered bank, now has total
assets of approximately $4.5 billion, $3.0 billion in loans held for
investment and $3.6 billion in deposits as of June 30, 2017, on a pro
forma basis.
The deal adds substantially to FirstBank’s Tennessee presence in key
metropolitan areas as well as in community markets including Clayton
Bank and Trust branches in Knoxville, Jackson, Cookeville, Oakland,
Covington, Henderson, Lexington and Friendship; and American City Bank
branches in Tullahoma, Manchester, Lynchburg and Decherd.
The Clayton Bank and American City Bank branches will operate under
their existing names as divisions of FirstBank until the systems
conversion is completed, which is expected by the end of the year.
“This is an outstanding combination of like-minded banks that will
benefit everyone involved – our customers, our associates and our
shareholders, and it will strengthen FirstBank’s reputation as a premier
bank in the state,” said FirstBank President and CEO Christopher T.
Holmes. “I expect the process of integrating these banks will be smooth
because of our common relationship-based customer service cultures.
Additionally, customers should not notice changes in relationship or
service as the name of the bank changes.”
Pursuant to the terms of the transaction, Clayton HC received 1,521,200
shares of common stock and $184,200,000 in cash as consideration. The
cash payment included an additional $60 million to Clayton HC in lieu of
the issuance of a $60 million subordinated note. FB Financial
Corporation funded the closing cash payment to Clayton HC utilizing the
net proceeds from its June private placement, together with cash on
hand. Following the transaction, James W. Ayers, Executive Chairman and
majority shareholder, will continue to own approximately 56 percent of
FB Financial Corporation’s outstanding shares of common stock.
Clayton HC also received from the Clayton Banks prior to the closing of
the merger (1) a distribution of excess capital of the Clayton Banks in
the amount of $79,500,000, (2) the distribution of certain specified
assets, with a book value of approximately $4.8 million, from the
Clayton Banks and (3) an approximately $9.3 million cash distribution
from the Clayton Banks, which is an amount that is intended to cover
Clayton’s S corporation tax liabilities attributable to the earnings of
the Clayton Banks for the period prior to the closing of the acquisition.
Ayers, who founded FirstBank after acquiring Farmers State Bank in
Scotts Hill, Tenn., in 1984, said he looks forward to working with Jim
Clayton, who will remain with FirstBank as Chairman of East Tennessee
and Specialty Lending. “Jim Clayton is one of the most successful
businessmen in the state of Tennessee, and I am extremely excited about
having him on our team.”
In addition to Clayton’s role, the following new executive positions
will provide consistent leadership and local decision-making that is the
hallmark of the FirstBank operating model:
- Travis K. Edmondson, who had been CEO of Clayton Bank and Trust since
2013, has been named FirstBank’s Knoxville Area President.
- Troy D. Martin, previously President and CEO of American City Bank,
will become FirstBank’s Tullahoma Area President.
- Kevin N. Kimzey, who served as President of Clayton Bank and Trust,
has been named President of FirstBank Specialty Lending.
“This is an exciting time for everyone at FirstBank as we continue to
grow and expand our team. We have a history of superior products and
customer-driven service that has been successful for over a century,”
Holmes said. “We look forward to helping even more people across the
state with their personal, business and mortgage needs.”
Stephens Inc. served as financial adviser and Alston & Bird, LLP, served
as legal adviser to FB Financial Corporation. Olsen Palmer LLC served as
financial adviser and Baker, Donelson, Bearman, Caldwell & Berkowitz
P.C. served as legal adviser to Clayton HC.
About FB Financial Corporation
FB Financial Corporation (NYSE: FBK) is a bank holding company
headquartered in Nashville, Tennessee. FB Financial operates through its
wholly owned banking subsidiary, FirstBank, the third largest
Tennessee-headquartered bank, with 63 full-service bank branches across
Tennessee, North Alabama and North Georgia, and a national mortgage
business with offices across the Southeast. FirstBank serves five of the
largest metropolitan markets in Tennessee and has approximately $4.5
billion in total assets.
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” made pursuant 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 through the Company’s 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 outlook for the
Company’s future business and financial performance and/or the
performance of the banking and mortgage industry and economy in general
and the anticipated benefits, cost, financial impact and integration of
the Company’s combination with the Clayton Banks. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve known and unknown risks and uncertainties
which may cause the actual results, performance or achievements of the
Company to be materially different from the future results, performance
or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on the information known to, and
current beliefs and expectations of, the Company’s 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 factors could cause actual results to differ
materially from those contemplated by the forward-looking statements in
this Earnings Release including, without limitation, the risks and other
factors set forth in the Company’s December 31, 2016, Form 10-K, filed
with the SEC on March 31, 2017, under the captions “Cautionary note
regarding forward-looking statements” and “Risk factors.” Many of these
factors are beyond the Company’s 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.
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FB Financial Corp.
Media Contact:
Jeanie M.
Rittenberry, 615-313-8328
jrittenberry@firstbankonline.com
www.firstbankonline.com
or
Financial
Contact:
James R. Gordon, 615-564-1212
jgordon@firstbankonline.com
investorrelations@firstbankonline.com
Source: FB Financial Corp.