FB Financial Corporation (NYSE:FBK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

On July31, 2017, FB Financial Corporation, a Tennessee corporation (the “Company”), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of the Clayton Banks (defined below) by FirstBank, its wholly-owned banking subsidiary, as contemplated by that certain Stock Purchase Agreement, dated February8, 2017 and as amended on May26, 2017 (the “Stock Purchase Agreement”), by and among the Company, FirstBank, Clayton HC, Inc., a Tennessee Corporation (“Clayton HC”), Clayton Bank and Trust, a Tennessee state bank and wholly-owned subsidiary of Clayton HC (“CBT”), American City Bank, a Tennessee state bank and wholly-owned subsidiary of Clayton HC (“ACB,” and together with CBT, the “Clayton Banks”), and James L. Clayton, the primary shareholder of Clayton HC (“Clayton”). Following the completion of the Acquisition, the Clayton Banks were merged with and into FirstBank, with FirstBank continuing as the surviving banking corporation.

to the terms of the Stock Purchase Agreement, Clayton HC received 1,521,200 shares of FB Financial common stock (the “Stock Consideration”) and $184,200,000 in cash from the Company as consideration for the Acquisition (the “Cash Consideration”). In accordance with the terms of the first amendment to the Stock Purchase Agreement (the “Amendment”), FirstBank elected to eliminate the $60 million subordinated note to be issued to Clayton HC at the closing of the Acquisition by increasing the Cash Consideration by $60 million from $124,200,000 to $184,200,000. The Company funded the Cash Consideration utilizing the net proceeds from its June 2017 private placement together with cash on hand. This issuance of the Stock Consideration was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), to Section4(a)(2) of the Securities Act.

to the terms of the Stock Purchase Agreement, Clayton HC also received from the Clayton Banks prior to the closing of the Acquisition, (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, 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.

The foregoing description of the Stock Purchase Agreement, the Amendment and related transactions in this Form 8-K does not purport to be complete and is subject and qualified by reference, to the full text of the Stock Purchase Agreement and the Amendment, which are attached as Exhibits 2.1 to the Company’s Current Reports on Form 8-K filed with the Securities Exchange Commission on February9, 2017 and May26, 2017, respectively, and incorporated herein by reference.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by this reference.

On July31, 2017, the Company issued a press release announcing the closing of the Acquisition, a copy of which is furnished herewith as Exhibit 99.1.

The information contained in Item 2.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any registration statement or other documents to the Securities Act of 1933, as amended, or into any filing or other document to the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

The audited and unaudited consolidated financial statements of Clayton Banks required by Item 2.01(a) of Form 8-K and accompanying notes are filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and incorporated in this Item 2.01(a) by reference.

The pro forma financial information required by Item 2.01(b) of Form 8-K in relation to the Acquisition is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated in this Item 2.01(b) by reference.

FB Financial Corp Exhibit
EX-23.1 2 d431928dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 Consent of Independent Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-213703) of FB Financial Corporation of our report dated June 15,…
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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.