FB FINANCIAL CORPORATION (NYSE:FBK) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
FB FINANCIAL CORPORATION (NYSE:FBK) Files An 8-K Regulation FD Disclosure
FB Financial Corporation (“FB Financial”) intends to participate in the Stephens 9th Annual Bank Forum in Little Rock, Arkansas from September 24 to 25, 2019. During the conference, members of FB Financial’s executive management team will meet with investors and analysts. Attached as Exhibit 99.1 is the presentation to be presented to and reviewed with investors. The presentation is also available on the investor relations page of FB Financial’s website at www.firstbankonline.com.
All information included in the presentation is presented as of the dates indicated, and FB Financial does not assume any obligation to correct or update such information in the future. In addition, FB Financial disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this report.
The information contained in this report, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, 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 Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
The only information contained in this current report on Form 8-K being filed for the purposes of Rule 425 under the Securities Act is the information relating solely to the proposed merger between FB Financial and FNB Financial Corp. contained in the presentation furnished herewith as Exhibit 99.1, and being filed under this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS
On September 17, 2019, FB Financial entered into an agreement and plan of merger with FNB Financial Corp., a Kentucky corporation (“FNB”), Farmers National Bank of Scottsville (“Farmers National”), a national banking corporation and wholly owned subsidiary of FNB, and FirstBank, a Tennessee-chartered banking corporation and wholly owned subsidiary of FB Financial, to which FNB will be merged with and into FB Financial, with FB Financial being the surviving entity (the “FNB merger”). Following the FNB merger, Farmers National will merge with and into FirstBank, with FirstBank continuing as the surviving bank. In connection with the FNB merger, FB Financial will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which will contain the proxy statement of FNB and a prospectus of FB Financial. Investors and shareholders are encouraged to read the registration statement, including the proxy statement/prospectus that will be part of the registration statement, because it will contain important information about the proposed transaction, FNB, and FB Financial. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be mailed to FNB shareholders and will be available for free on the SEC’s website (www.sec.gov). The proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or investors@firstbankonline.com. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
FB Financial, FNB, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FNB shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of FNB, including additional information regarding the interests of such participants, will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described in the paragraph above.
The information contained herein shall not constitute an offer to sell, the solicitation of an offer to sell, or the solicitation of an offer to buy any securities or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
FB Financial Corp Exhibit
EX-99.1 2 a52099302ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Third Quarter 2019 Investor Presentation September 24,…
To view the full exhibit click
EX-99.1 2 a52099302ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Third Quarter 2019 Investor Presentation September 24,…
To view the full exhibit click
here
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.