Combination creates Tennessee’s premier
community bank
FB Financial Corporation (NYSE: FBK) (“FB Financial”), parent
company of FirstBank, completed, effective August 15, 2020, its
previously announced merger with Franklin Financial Network, Inc.,
parent company of Franklin Synergy Bank (collectively referred to
as “Franklin”).
FirstBank, the third-largest Tennessee-headquartered bank, now
has approximately $11.0 billion in assets, $7.6 billion in loans
held for investment and $9.1 billion in deposits on a pro forma
basis as of June 30, 2020, following the merger with Franklin.
The combination significantly enhances FirstBank’s operations in
the Nashville MSA, specifically in the attractive Williamson and
Rutherford counties where Franklin has a strong community presence.
Pro forma for the transaction, FirstBank’s deposit market share is
#6 in the Nashville MSA, #1 in Williamson County and #2 in
Rutherford County.
FB Financial’s President and CEO Chris Holmes stated, “We are
very excited to complete this transaction. We have joined forces
with the leading community bank in two of the most attractive
counties in the Southeast. We look forward to building on the
strong customer relationships that Franklin has fostered.”
Franklin’s CEO, J. Myers Jones, III, commented, “We believe that
this transaction benefits all of our stakeholders, and we firmly
believe that we will be better together. Our focus will remain
concentrated on our customers, and our ability to serve their needs
will be stronger than ever.”
With the close of the transaction, James W. Cross IV, Melody J.
Sullivan, and Jimmy E. Allen join the FB Financial board of
directors.
Additionally, Mr. Holmes commented, “This transaction provides
meaningful financial benefits for our shareholders. We are now
focused on the integration of the combined company; the combined
franchise is well-positioned to build on our strong customer
relationships and grow our Nashville area presence.”
J.P. Morgan Securities LLC served as financial advisor to FB
Financial Corporation, and Wachtell, Lipton, Rosen & Katz
served as legal advisor. Evercore served as financial advisor to
Franklin Financial Network, Inc., and Alston & Bird LLP served
as legal advisor.
ABOUT FB FINANCIAL CORPORATION
FB Financial Corporation (NYSE: FBK) is a bank holding company
headquartered in Nashville, Tennessee. FB Financial operates
through its wholly owned banking subsidiary, FirstBank, the third
largest Tennessee-headquartered bank, with 87 full-service bank
branches across Tennessee, South Central Kentucky, North Alabama
and North Georgia and a national mortgage business with offices
across the Southeast. FirstBank serves five of the largest
metropolitan markets in Tennessee and has approximately $11.0
billion in assets.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements include, without limitation, statements relating to the
timing, benefits, costs, and synergies of the merger with Franklin
Financial Network, Inc. (“Franklin”) (the “Franklin merger”), and
FB Financial’s future plans, results, strategies, and expectations.
These statements can generally be identified by the use of the
words and phrases “may,” “will,” “should,” “could,” “would,”
“goal,” “plan,” “potential,” “estimate,” “project,” “believe,”
“intend,” “anticipate,” “expect,” “target,” “aim,” “predict,”
“continue,” “seek,” “projection,” and other variations of such
words and phrases and similar expressions.
These forward-looking statements are not historical facts, and
are based upon current expectations, estimates, and projections,
many of which, by their nature, are inherently uncertain and beyond
FB Financial’s control. The inclusion of these forward-looking
statements should not be regarded as a representation by FB
Financial or any other person that such expectations, estimates,
and projections will be achieved. Accordingly, FB Financial
cautions shareholders and investors that any such forward-looking
statements are not guarantees of future performance and are subject
to risks, assumptions, and uncertainties that are difficult to
predict. Actual results may prove to be materially different from
the results expressed or implied by the forward-looking statements.
A number of factors could cause actual results to differ materially
from those contemplated by the forward-looking statements
including, without limitation, (1) current and future economic
conditions, including the effects of declines in housing and
commercial real estate prices, high unemployment rates, and any
slowdown in economic growth in the local or regional economies in
which we operate and/or the US economy generally, (2) the effects
of the COVID-19 pandemic, including the magnitude and duration of
the pandemic and its impact on general economic and financial
market conditions and on our business and our customers' business,
results of operations, asset quality and financial condition, (3)
changes in government interest rate policies, (4) our ability to
effectively manage problem credits, (5) the risk that the cost
savings and any revenue synergies from the Franklin merger or
another acquisition may not be realized or may take longer than
anticipated to be realized, (6) disruption from the Franklin merger
with customer, supplier, or employee relationships, (7) the
possibility that the costs, fees, expenses, and charges related to
the Franklin merger may be greater than anticipated, including as a
result of unexpected or unknown factors, events, or liabilities,
(8) the risks related to the integrations of the combined
businesses following the merger, including the risk that the
integration will be materially delayed or will be more costly or
difficult than expected, (9) the diversion of management time on
issues related to the Franklin merger, (10) the ability of FB
Financial to effectively manage the larger and more complex
operations of the combined company following the Franklin merger,
(11) the risks associated with FB Financial’s pursuit of future
acquisitions, (12) reputational risk and the reaction of the
parties’ respective customers to the Franklin merger, (13) FB
Financial’s ability to successfully execute its various business
strategies, including its ability to execute on potential
acquisition opportunities, (14) the risk of potential litigation or
regulatory action related to the Franklin merger, and (15) general
competitive, economic, political, and market conditions. Further
information regarding FB Financial and factors which could affect
the forward-looking statements contained herein can be found in FB
Financial's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, FB Financial’s quarterly reports on Form 10-Q,
and its other filings with the Securities and Exchange Commission.
Many of these factors are beyond FB Financial’s ability to control
or predict. If one or more events related to these or other risks
or uncertainties materialize, or if the underlying assumptions
prove to be incorrect, actual results may differ materially from
the forward-looking statements. Accordingly, shareholders and
investors should not place undue reliance on any such
forward-looking statements. Any forward-looking statement speaks
only as of the date of this press release, and FB Financial
undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law. New
risks and uncertainties may emerge from time to time, and it is not
possible for FB Financial to predict their occurrence or how they
will affect the company. FB Financial qualifies all forward-looking
statements by these cautionary statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200817005146/en/
MEDIA CONTACT: Jeanie M. Rittenberry 615-313-8328
jrittenberry@firstbankonline.com www.firstbankonline.com
FINANCIAL CONTACT: Robert Hoehn 615-564-1212
rhoehn@firstbankonline.com
investorrelations@firstbankonline.com
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