NASHVILLE, Tenn.--(BUSINESS WIRE)--
FB Financial Corporation (the “Company”) (NYSE: FBK), holding company of
FirstBank, announced today that all regulatory approvals have been
received with respect to FirstBank’s proposed acquisition of Clayton
Bank and Trust and American City Bank collectively, the “Clayton Banks”
from Clayton HC, Inc. “Clayton HC.”
Christopher T. Holmes, FB Financial’s President and CEO stated, “We are
excited to have received all necessary regulatory approvals for our
pending acquisition of the Clayton Banks which we expect to close at the
end of the month. The cultures of the banks have complemented each other
even better than we expected. Both the Clayton and FirstBank teams have
been working hard to ensure a smooth integration of the companies.”
The Company also announced that it intends to hold its special
shareholder meeting on July 28, 2017 to approve the issuance of the
stock consideration to Clayton HC as partial consideration for the
acquisition of the Clayton Banks.
The acquisition is expected to close on or about July 31, 2017, subject
to approval by the Company’s shareholders and the satisfaction of other
customary closing conditions contained in the Stock Purchase Agreement,
as amended.
ABOUT THE CLAYTON BANKS
Clayton Bank is headquartered in Knoxville, Tennessee and has assets of
approximately $885 million. The bank has 13 branches across its markets
in Knoxville, Jackson, Oakland, Covington, Henderson, Lexington,
Friendship and Cookeville, Tennessee.
American City Bank is headquartered in Tullahoma, Tennessee and has
assets of approximately $314 million. It operates five branches in
Tullahoma, Manchester, Lynchburg and Decherd, Tennessee.
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 45 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 $3.2
billion in total assets.
Forward-Looking Statements
This news release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act 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 in some cases 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 Company’s future business and financial performance and/or the
performance of the banking and mortgage industry and economy in general
and the Clayton Banks acquisition, the timing, anticipated benefits and
financial impact thereof, and the closing of the Clayton Banks
acquisition.
These forward-looking statements include, without limitation, statements
relating to the anticipated benefits, financial impact and closing of
the Clayton Banks acquisition, including, the anticipated timing of the
closing of the Clayton Banks acquisition, any expected accretion to the
Company’s earnings per share or tangible book value resulting from the
Clayton Banks acquisition, acceptance by the customers of the Clayton
Banks the Company’s 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 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 important factors could cause
actual results to differ materially from those contemplated by the
forward-looking statements in this presentation including, without
limitation, the parties’ ability to consummate the Clayton Banks
acquisition or satisfy the conditions to the completion of the Clayton
Banks acquisitions, including the approval by the Company’s shareholders
of the issuance of the stock consideration; the parties’ ability to meet
expectations regarding the timing and completion and accounting and tax
treatment of the Clayton Banks acquisition; the possibility that any of
the anticipated benefits of the proposed Clayton Banks 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 Clayton Banks acquisition
to close for any other reason; the effect of the announcement of the
Clayton Banks acquisition on employee and customer relationships and
operating results (including, without limitation, difficulties in
maintaining relationships with employees and customers); dilution caused
by the Company’s issuance of additional shares of its common stock in
connection with the Clayton Banks acquisition; the possibility that the
Clayton Banks 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 risks and 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 difficult to foresee and are
beyond the Company’s ability to control or predict. The Company
presently 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.
Additional Information and Participants in Solicitation
This news release is for informational purposes only and does not
constitute a solicitation of any vote or approval with respect to the
Clayton Banks acquisition. The issuance of the stock consideration in
connection with the Clayton Banks acquisition will be submitted to the
shareholders of the Company for their consideration. The Company has
filed with the SEC a preliminary proxy statement on June 23, 2017 and
will deliver the final 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 news release 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 acquisition. Information about the
directors and executive officers of the Company is set forth in the
Company’s proxy statement for its 2017 annual meeting of shareholders.
Such proxy statement 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170705006132/en/
FB Financial Corporation
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 Corporation