FB Financial Corporation (NYSE:FBK) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosures. |
| Item8.01 | Other Events |
FB Financial Corporation (the Company) has prepared an investor
presentation (the Presentation) that management intends to use
from time to time on and after February21, 2017 in presentations
to current and potential investors and others with an interest in
the Company and its business. The Presentation includes an
updated outlook for the Companys mortgage business and has been
posted on the Investor Relations section of the Companys website
at www.firstbankonline.com.
A copy of the Presentation is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporate by reference under
Item7.01 of this Current Report only. As provided in General
Instruction B.2 to Form 8-K, the information furnished in Exhibit
99.1 of this Current Report on Form 8-K shall not be deemed filed
for purposes of Section18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and such information shall not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing. The furnishing of the information in this report is not
intended to, and does not, constitute a determination or
admission by the Company that the information in this report is
material or complete, or that investors should consider this
information before making an investment decision with respect to
any security of the Company or any of its affiliates. The
information contained in the Presentation is presented as of
February21, 2017, and the Company does not assume any obligation
to update such information in the future.
Safe Harbor Statement
The exhibit to this report may include certain statements
concerning expectations for the future that are forward-looking
statements as defined by federal securities law.It is important
to note that the Companys actual results could differ materially
from those projected in such forward-looking statements.Factors
that could affect those results include those mentioned in the
Companys final prospectus filed to Rule 424(b)(3) under the
Securities Act, as amended, filed with the U.S. Securities and
Exchange Commission on September19, 2016 (Registration
No.333-213210) under the captions Cautionary note regarding
forward-looking statements and Risk factors, and other documents
that the Company has filed with the Securities and Exchange
Commission.The Company does not intend to update these statements
unless required by the securities laws to do so, and the Company
undertakes no obligation to publicly release the result of any
revisions to any such forward-looking statements that may be made
to reflect events or circumstances after the date of this report
or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
This filing is for informational purposes only and does not
constitute a solicitation of any vote or approval with respect to
the Companys proposed acquisition of the Clayton banks. The
issuance of shares of the Companys common stock in connection
with the proposed acquisition of the Clayton banks by the Company
will be submitted to the shareholders of the Company for their
consideration. 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 acquisition. This
filing 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 acquisition. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
ANDANY 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 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 acquisition, 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.
Participants in the Solicitation
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 in the Companys final prospectus filed to
Rule 424(b)(3) under the Securities Act, as amended, filed with
the U.S. Securities and Exchange Commission on September19, 2016
(Registration No.333-213210). Such final prospectus 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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description of Exhibit |
||
| 99.1 |
First Quarter 2017 Investor Presentation of FB Financial Corporation |
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 -0.21 at 33.11 with 209,749 shares trading hands.