FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On November16, 2016, Franklin Financial Network, Inc. (the
Company) entered into an underwriting agreement (the
Underwriting Agreement) with Raymond James Associates,
Inc., as representative of the several underwriters named therein
(collectively, the Underwriters), to issue and sell
1,950,000 shares of the Companys common stock, no par value per
share (Common Stock), at a public offering price of $32.00
per share in an underwritten public offering (the
Offering). As part of the Offering, the Company granted
the Underwriters a 30-day option to purchase up to an additional
292,500 shares of Common Stock to cover over-allotments, if any
(the Over-Allotment Option). The Underwriters elected to
exercise the Over-Allotment Option in full on November17, 2016.
The Offering was completed on November 21, 2016 to the terms of
the Underwriting Agreement. The underwriting discounts and
commissions were $1.76 per share sold in the Offering. The net
proceeds of the Offering, after underwriting discounts and
estimated expenses, and with exercise of the Over-Allotment
Option, were approximately $67.5 million.
The Underwriting Agreement contains customary representations,
warranties and covenants among the parties as of the date of
entering into such Underwriting Agreement. These representations,
warranties and covenants are not factual information to investors
about the Company. A copy of the Underwriting Agreement is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the material
terms of the Underwriting Agreement is qualified in its entirety
by reference to Exhibit 1.1 to this Current Report on Form 8-K.
to the Underwriting Agreement, directors and certain executive
officers of the Company entered into agreements in substantially
the form included as an exhibit to the Underwriting Agreement
providing for a 90-day lock-up period with respect to sales of
specified securities, subject to certain exceptions.
The offer and sale of shares of Common Stock sold in the Offering
were registered under the Securities Act of 1933, as amended, to
a shelf registration statement on Form S-3 (Registration
No.333-208578) declared effective by the Securities and Exchange
Commission on December23, 2015 (the Registration
Statement), and a registration statement on Form S-3
(Registration No.333-214629) which became effective on
November16, 2016. The offer and sale of the shares of Common
Stock in the Offering are described in the Companys prospectus
constituting a part of the Registration Statement, as
supplemented by a final prospectus supplement dated November16,
2016.
| Item7.01. | Regulation FD Disclosure. |
On November21, 2016, the Company issued a press release (the
Press Release) announcing the closing of the Offering. A
copy of the Press Release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
to the rules and regulations of the Securities and Exchange
Commission, the information in this Item7.01 disclosure,
including Exhibit 99.1 and the information set forth therein, is
deemed to have been furnished and shall not be deemed to be filed
under the Exchange Act.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
See Exhibit Index immediately following page.
About FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB)
Franklin Financial Network, Inc. is a financial holding company. Through its bank subsidiary, Franklin Synergy Bank (the Bank), a commercial bank, the Company provides a range of banking and related financial services. The Company focuses on the provision of services to small businesses, corporate entities, local governments and individuals. It operates through approximately 10 branches in Williamson and Rutherford counties within the Nashville metropolitan area. The Company’s loan portfolio consists of real estate loans, including construction and land development loans, commercial loans and residential loans; commercial and industrial, and consumer and other loans. The Company’s investment securities portfolio consists of both securities classified as available-for-sale and securities classified as held-to-maturity. The Company’s primary sources of funds include deposits. FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB) Recent Trading Information
FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB) closed its last trading session up +0.65 at 35.00 with 149,962 shares trading hands.
