Acquires 14 Branches from Atlantic Capital Bancshares, Inc.
Proposed Acquisition to Add $602 Million in Deposits and $381
million in loans
NASHVILLE, Tenn.--(BUSINESS WIRE)--
FB Financial Corporation (NYSE: FBK) announced today that FirstBank, its
wholly-owned banking subsidiary, has entered into a Purchase and
Assumption Agreement to purchase 11 Tennessee and 3 Georgia branch
locations from Atlantic Capital Bank, N.A., a wholly-owned subsidiary of
Atlantic Capital Bancshares, Inc. (Nasdaq: ACBI).
The acquisition builds density in the attractive Knoxville and
Chattanooga markets while expanding into the nearby Dalton, GA market
and provides additional customer deposits for future growth. At closing,
FB Financial expects to operate 70 branches and pro forma will rank 5th
in Chattanooga, 7th in Knoxville and 6th in
Tennessee in deposit market share, based on FDIC data as of June 30,
2018.
FirstBank anticipates assuming approximately $602 million in deposits
and purchasing approximately $381 million in loans from this
acquisition, representing substantially all of ACBI’s banking and
mortgage operations in Tennessee and North Georgia. FB Financial will
pay a deposit premium of 6.25% based on the lower of the actual deposit
balance at close or on the average closing deposit balance for the 30
days prior to close. The branches to be acquired by FirstBank will
operate as Atlantic Capital branches until closing and will be
re-branded as FirstBank branches immediately upon closing of the
transaction. Pending regulatory approval, the closing is expected to
occur early in the second quarter of 2019.
“We are pleased to announce this addition to the Company, deepening our
position as Tennessee’s premier community bank,” remarked Christopher T.
Holmes, President and Chief Executive Officer of FB Financial.
“Opportunities to add valuable customer relationships on this scale are
scarce, and we are excited about the future prospects of this
transaction. We welcome Atlantic Capital’s customers and employees to
the FirstBank family and look forward to serving you.”
Keefe, Bruyette & Woods, Inc. served as financial advisor, and Waller
Lansden Dortch & Davis, LLP served as legal advisor to FB Financial
Corporation. Sandler O’Neill + Partners, L.P. and Banks Street Partners,
LLC served as financial advisors, and Womble Bond Dickinson (US) LLP
served as legal advisor to Atlantic Capital Bancshares, Inc.
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 56 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 $5.1
billion in assets.
ABOUT ATLANTIC CAPITAL BANCSHARES, INC.
Atlantic Capital Bancshares, Inc. is a $2.88 billion publicly traded
bank holding company headquartered in Atlanta, Georgia. Atlantic Capital
offers banking, treasury management, capital markets and mortgage
services to privately held companies and individuals in Atlanta, eastern
Tennessee, and northwest Georgia. Atlantic Capital also provides
specialized financial services to select clients nationally.
WEBCAST AND CONFERENCE CALL INFORMATION
The live broadcast of FB Financial Corporation’s conference call will
begin at 8:00 a.m. CST on Thursday, November
15, 2018, and the conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1631/28372.
An online replay will be available approximately an hour following the
conclusion of the live broadcast. Additionally, the Company has posted a
Presentation regarding the acquisition’s details on its website, which
can be found at https://investors.firstbankonline.com/.
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that
have been made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements in some cases through FB Financial’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 proposed
acquisition, including the timing, anticipated benefits and financial
impact thereof, and the outlook for FB Financial’s future business and
financial performance.
These forward-looking statements include, without limitation, statements
relating to the anticipated benefits, financial impact and closing of
the proposed acquisition by the Bank of the acquired Atlantic Capital
branches, including, the anticipated timing of the closing of the
proposed acquisition , acceptance by the customers of the acquired
Atlantic Capital branches FB Financial’s products and services, the
opportunities to enhance market share in certain markets, market
acceptance of FB Financial generally in new markets, expectations
regarding future investment in the acquired Atlantic Capital branches’
markets and the integration of the acquired Atlantic Capital branches’
operations. Forward-looking statements are based on the information
known to, and current beliefs and expectations of, FB Financial’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 important factors could cause
actual results to differ materially from those contemplated by the
forward-looking statements in this new release including, without
limitation, the parties’ ability to consummate the acquisition or
satisfy the conditions to the completion of the acquisition; 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 acquired Atlantic Capital branches’
operations with those of FB Financial 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);
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 risk factors set forth in FB
Financial’s December 31, 2017 Form 10-K, filed with the Securities and
Exchange Commission on March 16, 2018, under the captions “Cautionary
note regarding forward-looking statements” and “Risk factors”. Many of
these factors are difficult to foresee and are beyond FB Financial’s
ability to control or predict. FB Financial 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. FB Financial 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181114005830/en/
MEDIA CONTACT:
Jeanie M. Rittenberry
615-313-8328
jrittenberry@firstbankonline.com
www.firstbankonline.com
FINANCIAL CONTACT:
James R. Gordon
615-564-1212
jgordon@firstbankonline.com
investorrelations@firstbankonline.com
Source: FB Financial Corporation