FB FINANCIAL CORPORATION Item 8.01. Other Events.
On
In connection with the announcement of the merger agreement,
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release
99.2 Investor Presentation
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS
In connection with the proposed merger,
-------------------------------------------------------------------------------- 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"), andFB 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 beyondFB Financial's or Franklin's control. The inclusion of these forward-looking statements should not be regarded as a representation byFB 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 ofFB 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 asFB Financial's pending acquisition ofFNB 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 ofFB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (11) the risks associated withFB 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 regardingFB Financial , Franklin and factors which could affect the forward-looking statements contained herein can be found inFB Financial's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 , its Quarterly Reports on Form 10-Q for the three-month periods endedMarch 31, 2019 ,June 30, 2019 andSeptember 30, 2019 , and its other filings with theSecurities and Exchange Commission ("SEC"), and in Franklin's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 , its Quarterly Reports on Form 10-Q for the three-month periods endedMarch 31, 2019 ,June 30, 2019 andSeptember 30, 2019 , and its other filings with theSEC . Many of these factors are beyondFB 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 neitherFB 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 forFB Financial or Franklin to predict their occurrence or how they will affectFB Financial or Franklin.FB Financial and Franklin qualify all of their forward-looking statements by these cautionary statements. --------------------------------------------------------------------------------
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