On February 18, 2020, FB Financial Corporation (“FB Financial”) issued a press release announcing that, effective as of February 14, 2020 (the “Effective Date”),>FB Financial completed its acquisition of FNB Financial Corp., a Kentucky corporation (“FNB”), in accordance with the previously announced Agreement and Plan of Merger, dated September 17, 2019, to which (i) FNB merged with and into FB Financial, with FB Financial surviving, and, immediately thereafter, (ii) The Farmers National Bank of Scottsville, a national bank and wholly owned subsidiary of FNB, merged with and into FirstBank, a Tennessee-chartered commercial bank and wholly owned subsidiary of FB Financial, with FirstBank surviving (collectively, the “Merger”).

In connection with the Merger, FB Financial issued 954,827 shares of its common stock as stock consideration and $15 million in cash consideration (the “Cash Consideration”) to the former shareholders of FNB. FB Financial funded the Cash Consideration with the proceeds of a $20 million note and credit agreement executed prior to and in connection with the closing of the Merger.

A copy of the press release announcing the closing of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

Exhibit Index

Exhibit Number Description of Exhibit

FB Financial Corp Exhibit
EX-99.1 2 farmersnationalpr.htm EXHIBIT 99.1 Exhibit FB Financial Completes Acquisition of FNB Financial Corp.Page 1FOR IMMEDIATE RELEASEFB FINANCIAL CORPORATION COMPLETES ACQUISITION OF FNB FINANCIAL CORP.FirstBank Expands into Kentucky NASHVILLE,…
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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.