Item 8.01. Other Events.
On February 18, 2020, FB Financial Corporation ("FB Financial") issued a press
release announcing that, effective as of February 14, 2020 (the "Effective
Date"), FB Financial completed its acquisition of FNB Financial Corp., a
Kentucky corporation ("FNB"), in accordance with the previously announced
Agreement and Plan of Merger, dated September 17, 2019, pursuant to which (i)
FNB merged with and into FB Financial, with FB Financial surviving, and,
immediately thereafter, (ii) The Farmers National Bank of Scottsville, a
national bank and wholly owned subsidiary of FNB, merged with and into
FirstBank, a Tennessee-chartered commercial bank and wholly owned subsidiary of
FB Financial, with FirstBank surviving (collectively, the "Merger").
In connection with the Merger, FB Financial issued 954,827 shares of its common
stock as stock consideration and $15 million in cash consideration (the "Cash
Consideration") to the former shareholders of FNB. FB Financial funded the Cash
Consideration with the proceeds of a $20 million note and credit agreement
executed prior to and in connection with the closing of the Merger.
A copy of the press release announcing the closing of the Merger is attached as
Exhibit 99.1 to this Current Report on Form 8-K (this "Report") and is
incorporated herein by reference in its entirety.
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