FB Financial Corporation (NYSE:FBK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Amendment to Stock Purchase Agreement

Overview of Amendment

On May26, 2017, FB Financial Corporation, a Tennessee Corporation
(the Company), and its wholly-owned banking subsidiary,
FirstBank, entered into an amendment (the Amendment) to that
certain Stock Purchase Agreement (the Purchase Agreement), dated
as of February8, 2017, by and among the Company, FirstBank,
Clayton HC, Inc., a Tennessee Corporation (Seller), Clayton Bank
Trust, a Tennessee state bank and wholly-owned subsidiary of
Seller (CBT), American City Bank, a Tennessee state bank and
wholly-owned subsidiary of Seller (ACB, and together with CBT,
the Clayton Banks), and Mr.JamesL. Clayton, the principal
shareholder of Seller (Clayton), providing for the acquisition by
FirstBank of all of the issued and outstanding shares of the
Clayton Banks (the Clayton Banks Acquisition) from the Seller.
Following the consummation of the Clayton Banks Acquisition, the
Clayton Banks will merge with and into FirstBank, with FirstBank
continuing as the surviving banking corporation.

The Amendment was entered into by the parties to address
competitive concerns raised by the Federal Reserve Board related
to the Sellers post-closing ownership of the Companys shares and
continued ownership of 50% of Apex Bancorp, Inc., the bank
holding company for Apex Bank, a bank headquartered in Camden,
Tennessee.

Amendment to Acquisition Consideration

The Amendment (1)reduces the number of shares of the Companys
common stock to be received by Seller as partial consideration
for the Clayton Banks Acquisition from 5,860,000 shares to
1,521,200 shares (the Stock Consideration), and (2)provides for a
cash payment by the Company to Seller equal to $124,200,000 (the
Cash Consideration). The Amendment also obligates the Company to
conduct an offering of its common stock to fund the payment of
the Cash Consideration and conditions the consummation of the
Acquisition upon the successful completion of such an offering.
As a result of the reduction of the Stock Consideration and after
giving effect to the issuance of the Stock Consideration and the
sale of the Private Placement Shares (as described and defined
below), the Seller will own approximately 4.99% of the Companys
outstanding shares of common stock.

The Amendment also permits FirstBank to reduce the principal
amount of the $60 million subordinated note to be issued to the
Seller at the closing by paying all or a portion of such
principal amount in cash at FirstBanks discretion.

The Amendment does not change the pre-closing distributions to be
made from the Clayton Banks to the Seller under the Purchase
Agreement, which include (1)the distribution of excess capital of
the Clayton Banks in the amount of $79,500,000 to the Seller at
the closing (the Excess Capital Payment), with FirstBank paying
any shortfall in the event that the Clayton Banks are restricted
from making the entire Excess Capital Payment to the Seller due
to regulatory restrictions or applicable liquidity policies,
(2)the distribution of certain specified assets, with a book
value of approximately $4.8 million, and (3)cash distributions in
amounts intended to cover the Sellers S corporation tax
liabilities attributable to the earnings of the Clayton Banks for
the period prior to the closing.

2

Additional Amendments

The Amendment also provides that Clayton will no longer have the
ability to designate one director to the Companys Board of
Directors following the closing of the Clayton Banks Acquisition
and, as a result, the Companys existing shareholders agreement
will no longer be amended or restated following the closing of
the Clayton Banks Acquisition.

While the Company continues to expect to close the Clayton Banks
Acquisition in the third quarter of 2017, the closing of the
Clayton Banks Acquisition remains subject to the satisfaction of
numerous closing conditions, including without limitation,
(i)receipt of all required regulatory approvals from the Federal
Reserve, FDIC and the Tennessee Department of Financial
Institutions, (ii)approval by the Companys shareholders of the
issuance of the Stock Consideration, if required by the NYSE, and
(iii)the absence of any law, order, injunction, decree, judgment
or ruling prohibiting the Clayton Banks Acquisition.

The foregoing summary of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Amendment, which is attached hereto as
Exhibit 2.1 and is incorporated herein by this reference.

Private Placement of Common Stock

On May26, 2017, the Company entered into Securities Purchase
Agreements (the Securities Purchase Agreements) with accredited
investors (the Purchasers) to which the Company agreed to sell in
a private placement (the Private Placement) an aggregate of
4,806,710 shares of the Companys common stock, par value $1.00
(the Private Placement Shares), at a purchase price of $33.00 per
share.The gross proceeds of the sale of such Private Placement
Shares will be approximately $158.6million. Keefe, Bruyette
Woods, Inc. and Stephens, Inc. served as the joint book-running
managers for the Private Placement, and Raymond James Associates,
Inc and Sandler ONeill Partners, L.P. and served as the
co-managers for the Private Placement. The Private Placement is
expected to close on June1, 2017, and is not conditioned on the
closing of the Clayton Banks Acquisition.

Consummation of the sale of the Private Placement Shares under
the Securities Purchase Agreements is subject to the satisfaction
of certain customary closing conditions. The Securities Purchase
Agreements also contain representations and warranties, covenants
and indemnification provisions that are customary for private
placements of shares of common stock by companies with shares of
common stock listed for trading on a national securities
exchange.

The estimated net proceeds of approximately $152 million from the
sale of the Private Placement Shares will be used to fund the
payment of the $124.2 million Cash Consideration to be paid to
the Seller to the Amendment and the remaining net proceeds will
be used for general corporate purposes, which may include paying
down the $60 million subordinated note to be issued to the Seller
to the Amendment. In the event that the Clayton Banks Acquisition
is not consummated, the proceeds from the sale of the Private
Placement Shares will be used for general corporate purposes,
which may include funding future acquisitions and strengthening
the Companys and FirstBanks capital position.

3

The Private Placement Shares have not been registered under the
Securities Act of 1933, as amended (the Securities Act), in
reliance on the exemption from registration in Section4(a)(2) of
the Securities Act and Regulation D of the U.S. Securities and
Exchange Commission (the SEC) promulgated under the Securities
Act, and, as a result, the Private Placement Shares may not be
offered or sold in the United States absent a registration
statement or exemption from registration. to the Securities
Purchase Agreements, the Company has agreed to file with the SEC
a registration statement with respect to the resale of the
Private Placement Shares purchased by the Purchasers under the
Securities Purchase Agreements by no later than by June21, 2017
and to have such registration statement declared effective by the
SEC by no later than (i)July16, 2017 in the event the SEC does
not review such registration statement, if earlier, five business
days after a determination by the SEC that it will not review
such registration statement, or (ii)September29, 2017 in the
event the SEC does review such registration statement, or if
earlier, five business days after the completion of any review by
the SEC. In the event that the Company does not file such
registration statement or cause such registration statement to
become effective by the applicable deadline or after such
registration statement becomes effective it is suspended or
ceases to be effective, then the Company will be required to make
certain payments as liquidated damages to the Purchasers under
the Securities Purchase Agreements.

The foregoing summary of the Securities Purchase Agreements does
not purport to be complete and is qualified in its entirety by
reference to the complete text of the Form of Securities Purchase
Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by this reference.

The information set forth under Item 1.01 Entry into a Material
Definitive Agreement-Private Placement of Common Stock of this
Current Report on Form 8-K is incorporated into this Item3.02 by
this reference.

On May26, 2017, the Company issued a press release announcing the
Amendment to the Purchase Agreement and the sale of the Private
Placement Shares, a copy of which is furnished (and not filed) as
Exhibit 99.1 to this Current Report on Form 8-K.

In connection with the sale of the Private Placement Shares, the
Purchasers were provided with the slide presentation that is
furnished (and not filed) as Exhibit 99.2 to this Current Report
on Form 8-K.

The information contained in Item7.01 of this Current Report,
including Exhibits 99.1 and 99.2 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.

4

Forward-Looking Statements

This report contains forward-looking statements within the
meaning of Section27A of the Securities Act and Section21E 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 Companys future business and financial
performance and/or the performance of the banking and mortgage
industry and economy in general and the Clayton Banks Acquisition
and the sale of the Private Placement Shares.

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 Companys earnings per
share resulting from the Clayton Banks 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, the integration of the Clayton Banks operations
and timing of the closing the private placement. 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 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 receipt of
regulatory approvals required for the Clayton Banks Acquisition
on the terms expected or on the anticipated schedule or approval
by the Companys shareholders of the issuance of the Stock
Consideration, if required by the NYSE; the ability to consummate
the private placement and satisfy the closing conditions thereto;
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 Companys
issuance of additional shares of its common stock in connection
with the Clayton Banks Acquisition and the Private Placement; 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 Companys December31, 2016 Form
10-K, filed with the SEC on March31, 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 Companys 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.

5

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 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 if required by the applicable rules of the New York
Stock Exchange. 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
CLAYTON BANKS ACQUISITION 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.

6

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 Companys 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.

7

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 -0.42 at 36.91 with 49,729 shares trading hands.