$ FBK. On February 8, 2017, FB Financial Corporation, a Tennessee Corporation (the “Company”) issued a press release announcing the execution of a Stock Purchase Agreement, dated February 8, 2017 (the “Purchase Agreement”), by and among the Company, its wholly-owned banking subsidiary
FirstBank, Clayton HC, Inc., a Tennessee Corporation (“Seller”), Clayton Bank & Trust, a Tennessee state bank and wholly-owned subsidiary of the Seller (“CBT”), American City Bank, a Tennessee state bank and wholly-owned subsidiary of the Seller (“ACB,” and together with CBT, the “Clayton Banks”), and James L. Clayton, a significant shareholder of the Seller, pursuant to which FirstBank will purchase from Seller all of the issued and outstanding shares of the Clayton Banks (the “Stock Purchase”). Following the consummation of the Stock Purchase, the Clayton Banks will merge with and into FirstBank, with FirstBank continuing as the surviving banking corporation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and incorporated by reference herein.
On February 8, 2017, FB Financial Corporation, a Tennessee Corporation (the “Company”) issued a press release announcing the execution of a Stock Purchase Agreement, dated February 8, 2017 (the “Purchase Agreement”), by and among the Company, its wholly-owned banking subsidiary, FirstBank, Clayton HC, Inc., a Tennessee Corporation (“Seller”), Clayton Bank & Trust, a Tennessee state bank and wholly-owned subsidiary of the Seller (“CBT”), American City Bank, a Tennessee state bank and wholly-owned subsidiary of the Seller (“ACB,” and together with CBT, the “Clayton Banks”), and James L. Clayton, a significant shareholder of the Seller, pursuant to which FirstBank will purchase from Seller all of the issued and outstanding shares of the Clayton Banks (the “Stock Purchase”). Following the consummation of the Stock Purchase, the Clayton Banks will merge with and into FirstBank, with FirstBank continuing as the surviving banking corporation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and incorporated by reference herein..
The information required by Item 1.01, including a copy of the Purchase Agreement, will be filed in a separate Current Report on Form 8-K.
The Company has also posted on the Investor Relations page of its internet website a slide presentation related to the proposed Stock Purchase. A copy of the slide presentation is attached hereto as Exhibit 99.2 to this Current Report and incorporated by reference herein. The foregoing description is qualified in its entirety by reference to such exhibit. The Company is not undertaking to update this presentation.
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 proposed acquisition of the Clayton Banks by the Company. The issuance of the Stock Consideration 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 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 TRANSACTION 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. 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 transaction. Information about the directors and executive officers of the Company is set forth in in the Company’s final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, as amended, filed with the U.S. Securities and Exchange Commission on September 19, 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.
