Jerry70
8年前
$ 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.
Jerry70
8年前
$ FBK. Mr Holmes the CEO of First Bank is making tons of Money here more are less in just a few short months with the price going from $19.00 at IPO until end of year at close to $27.00 a share. He was fully vested and wasnt paying taxes on it while doing it either Lol.
( 1) The issuer granted 100,420 EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"), pursuant to which, on or shortly following the vesting date, the reporting person would receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. Following the consummation of the issuer's initial public offering (the "IPO"), the issuer permitted participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash or (ii) a number of shares of issuer common stock. The reporting person elected to receive shares of issuer common stock in full settlement of these EBI Units.
( 2) Following the Company's IPO, EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of such EBI Units as a result of the IPO, as follows: (i) the number of EBI Units held under the 2012 EBI Plan, multiplied by (ii) 1.13 (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).
( 3) Reflects the stock settlement of EBI Units granted under the 2012 EBI Plan.
( 4) On December 31, 2016, the EBI Units were fully-vested and distributable to Mr. Holmes.
GO > $$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$ FBK
$Pistol Pete$
8年前
$FBK Andrews, Clark Elected to FB Financial Board of Directors
Source: Business Wire
Adds Significant Public Company Governance Experience
FB Financial Corporation (NYSE:FBK), the holding company for Nashville-based FirstBank, has elected two new members to its board of directors both of whom have significant public company governance experience.
Joining the board are William F. Andrews, a former chairman of Corrections Corporation of America (CCA), who also served as president of Massey Investment Co. and as a principal of Kohlberg & Company; and Agenia Clark, CEO of the Girl Scouts of Middle Tennessee, who was a founding board member of a publicly-held bank in Nashville.
Andrews will chair the board’s audit committee, and Clark will be a member of the compensation committee.
“Bill and Agenia are tremendously talented individuals who will bring broad, complementary experience to the FB Financial Corporation board of directors,” James W. Ayers, Chairman of the Board, said. “We are extremely proud that they agreed to join our board, and I look forward to working with them on our strategic initiatives.”
In addition to Ayers, other FB Financial Corporation board members include Christopher T. Holmes, President and CEO of FirstBank and FB Financial Corporation; Orrin H. Ingram, president and CEO of Ingram Industries, Inc.; Ruth E. Johnson, Associate Vice President of Meharry Medical College; and Stuart C. McWhorter, co-founder and chairman of Clayton Associates.
During his long business career, Andrews has been chairman of seven public companies and seven private companies, including CCA, Amdura Corporation, Katy Industries, Scovill, Inc., and Singer Sewing Machine Co. He has served on 20 public company boards and 16 private company boards since his career began after a three-year tour in the U.S. Air Force as a captain, pilot and squad commander. Currently, he is on the boards of Harpeth Capital and Buffkin Group, both private companies in Nashville.
Clark was vice president of human resources for the Tennessee Education Lottery Corp. prior to becoming president and CEO of the Girls Scouts of Middle Tennessee in 2004. She also was senior director of human resources at Vanderbilt University. Her board experience includes Avenue Bank, the Governor’s Healthier Tennessee Foundation, and as former member of the Tennessee Board of Regents and former board chairman of the Girl Scouts of Middle Tennessee. Clark is also on the board of the Ayers Foundation, the Ayers family’s philanthropic organization. She has been recognized with several awards for her civic leadership including 2015 and 2016 “Nashville 100 Most Powerful.”
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 45 full-service bank branches across Tennessee, 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 $3.2 billion in total assets.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161102006790/en/
Media Contacts:
FirstBank
Jeanie M. Rittenberry, 615-313-8328
jrittenberry@firstbankonline.com
or
McNeely Pigott & Fox Public Relations
Roger Shirley, 615-259-4000
rshirley@mpf.com
or
Financial Contact:
FirstBank
James R. Gordon, 615-564-1212
jgordon@firstbankonline.com
investors@firstbankonline.com
www.firstbankonline.com
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