FB FINANCIAL CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
On
Under the terms and subject to the conditions of the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of the common
stock, no par value (the "Franklin Common Stock") issued and outstanding
immediately prior to the Effective Time (except for certain shares of Franklin
Common Stock owned by Franklin as treasury stock or by
Under the terms and subject to the conditions of the Merger Agreement, at the
Effective Time, each option to purchase shares of Franklin Common Stock (a
"Franklin Option") that is outstanding and unexercised immediately prior to the
Effective Time will be converted automatically into right to receive the Merger
Consideration in respect of each Net Share (as defined below) of Franklin Common
Stock outstanding under the applicable Franklin Option. The Merger Agreement
defines the "Net Shares" as the number of shares determined by dividing (a) the
product of (1) the excess, if any, of the Per Share Cash Equivalent
Consideration (as defined below) over the per share exercise price of the
applicable Franklin Option multiplied by (2) the number of shares of Franklin
Common Stock subject to the applicable Franklin Option immediately prior to the
Effective Time, by (B) the Per Share Cash Equivalent Consideration. The Merger
Agreement defines the "Per Share Cash Equivalent Consideration" to mean the sum
of (a) the product (rounded to the nearest cent) obtained by multiplying (1) the
Exchange Ratio by (2) the average of the closing-sale prices of FB Financial
Common Stock on the
Under the terms and subject to the conditions of the Merger Agreement,
--------------------------------------------------------------------------------
The Merger Agreement contains customary representations and warranties from both
Franklin and
The completion of the Mergers is subject to customary conditions, including
(i) receipt of the Franklin Shareholder Approval and the FB Financial
Shareholder Approval, (ii) authorization for listing on the
The Merger Agreement provides certain termination rights for both
In connection with entering into the Merger Agreement,
In connection with
The foregoing descriptions of the Merger Agreement, the Shareholder's Agreement
Amendment, the Ayers Voting Agreement and the form of Franklin Voting Agreement
do not purport to be complete and each is qualified in its entirety by reference
to the full text of the Merger Agreement, the Shareholder's Agreement Amendment,
the Ayers Voting Agreement and the form of Franklin Voting Agreement, which are
filed herewith as Exhibits 2.1, 10.1, 10.2 and 10.3, and are incorporated herein
by reference. The representations, warranties and covenants of each party set
forth in the Merger Agreement have been made only for purposes of, and were and
are solely for the benefit of the parties to, the Merger Agreement, may be
subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors. Accordingly, the representations and warranties may not
describe the actual state of affairs at the date they were made or at any other
time, and investors should not rely on them as statements of fact. In addition,
such representations and warranties (i) will not survive consummation of the
Mergers, and (ii) were made only as of the date of the Merger Agreement or such
other date as is specified in the Merger Agreement. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in the parties' public disclosures. Accordingly, the
Merger Agreement is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not to provide
investors with any other factual information regarding
--------------------------------------------------------------------------------
The Merger Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of January 21, 2020 ,
by and among FB Financial Corporation , Franklin Financial
Network, Inc. and Paisley Acquisition Corporation*
10.1 First Amendment to Shareholder's Agreement, dated as of
January 21, 2020 , by and between FB Financial Corporation and
James W. Ayers
10.2 Voting and Support Agreement, dated as of January 21, 2020 ,
by and between Franklin Financial Network, Inc. and James W.
Ayers
10.3 Form of Voting and Support Agreements, dated January 21,
2020 , by and between FB Financial Corporation and certain
holders of Franklin Common Stock
* The registrant has omitted schedules and similar attachments to the subject
agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish a copy of any omitted schedule or similar attachment to the SEC upon
request.
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS
In connection with the proposed merger, FB Financial will file a registration
statement on Form S-4 with the SEC . The registration statement will contain the
joint proxy statement of Franklin and FB Financial to be sent to the FB
Financial and Franklin shareholders seeking their approvals in connection with
the merger and the issuance of FB Financial common stock in the merger. The
registration statement will also contain the prospectus of FB Financial to
register the shares of FB Financial common stock to be issued in connection with
the merger. A definitive joint proxy statement/prospectus will also be provided
to FB Financial and Franklin shareholders as required by applicable law.
Investors and shareholders are encouraged to read the registration statement,
including the joint proxy statement/prospectus that will be part of the
registration statement, as well as any other relevant documents filed by FB
Financial and Franklin with the SEC , including any amendments or supplements to
the registration statement and other documents filed with the SEC , because they
will contain important information about the proposed merger, Franklin, and FB
Financial . The registration statement and other documents filed with the SEC
may be obtained for free on the SEC's website (www.sec.gov). The definitive
proxy statement/prospectus will also be made available for free by contacting FB
Financial Corporation Investor Relations at (615) 564-1212 or
investors@firstbankonline.com, or by contacting Franklin Investor Relations at
(615) 236-8327 or investors@franklinsynergy.com. This communication does not
constitute an offer to sell, the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, or the solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
PARTICIPANTS IN THE SOLICITATION
FB Financial , Franklin, and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from FB
Financial and Franklin shareholders in connection with the proposed merger under
the rules of the SEC . Information about the directors and executive officers of
FB Financial may be found in the definitive proxy statement for FB Financial's
2019 annual meeting of shareholders, filed with the SEC by FB Financial on April
16, 2019 , and other documents subsequently filed by FB Financial with the SEC .
Information about the directors and executive officers of Franklin may be found
in the definitive proxy statement for Franklin's 2019 annual meeting of
shareholders, filed with the SEC by Franklin on April 12, 2019 , and other
documents subsequently filed by Franklin with the SEC . Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus when it becomes
available. Free copies of these documents may be obtained as described in the
paragraph above.
--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
Certain statements contained in this communication may constitute
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
proposed merger with Franklin (which we refer to as the "Franklin merger"), and
FB Financial's and Franklin'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 or Franklin's control. The
inclusion of these forward-looking statements should not be regarded as a
representation by FB Financial , Franklin or any other person that such
expectations, estimates, and projections will be achieved. Accordingly, FB
Financial and Franklin caution 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) the risk that the
cost savings and any revenue synergies from the proposed Franklin merger or
another acquisition may not be realized or may take longer than anticipated to
be realized, (2) disruption from the proposed Franklin merger with customer,
supplier, or employee relationships, (3) the occurrence of any event, change, or
other circumstances that could give rise to the termination of the merger
agreement with Franklin, (4) the failure to obtain necessary regulatory
approvals for the Franklin merger, (5) the failure to obtain the approval of FB
Financial and Franklin's shareholders in connection with the Franklin merger,
(6) 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, (7) the failure of the
conditions to the Franklin merger to be satisfied, (8) the risks related to the
integration of the combined businesses (Franklin, as well as FB Financial's
pending acquisition of FNB Financial Corp. and any future acquisitions),
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
merger-related issues, (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) the risk of expansion into new geographic or product markets,
(13) reputational risk and the reaction of the parties' customers to the
Franklin merger, (14) FB Financial's ability to successfully execute its various
business strategies, including its ability to execute on potential acquisition
opportunities, (15) the risk of potential litigation or regulatory action
related to the Franklin merger, and (16) general competitive, economic,
political, and market conditions. Further information regarding FB Financial ,
Franklin 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, 2018 , its Quarterly Reports on Form 10-Q for the
three-month periods ended March 31, 2019 , June 30, 2019 and September 30, 2019 ,
and its other filings with the SEC , and in Franklin's Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 , its Quarterly Reports on Form 10-Q
for the three-month periods ended March 31, 2019 , June 30, 2019 and September
30, 2019 , and its other filings with the SEC .
Many of these factors are beyond FB Financial's and Franklin'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 communication, and neither FB Financial nor
Franklin undertakes any 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 or Franklin to predict their occurrence or how they will affect FB
Financial or Franklin.
FB Financial and Franklin qualify all forward-looking statements by these
cautionary statements.
© Edgar Online, source
