8-K 1 a52099302.htm FB FINANCIAL CORPORATION 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
                                                      
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 24, 2019

                          
                          
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

  
Tennessee
 
001-37875
 
62-1216058
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
         
211 Commerce Street, Suite 300
Nashville, Tennessee
 
  
 
 
37201
(Address of principal executive offices)
 
  
 
(Zip Code)
 
(615) 564-1212
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
FBK
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
  

Emerging growth company

  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
  ☒

Item 7.01                          Regulation FD Disclosure.

FB Financial Corporation (“FB Financial”) intends to participate in the Stephens 9th Annual Bank Forum in Little Rock, Arkansas from September 24 to 25, 2019. During the conference, members of FB Financial’s executive management team will meet with investors and analysts. Attached as Exhibit 99.1 is the presentation to be presented to and reviewed with investors. The presentation is also available on the investor relations page of FB Financial’s website at www.firstbankonline.com.

All information included in the presentation is presented as of the dates indicated, and FB Financial does not assume any obligation to correct or update such information in the future. In addition, FB Financial disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this report.

The information contained in this report, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01                Other Events.
 
The only information contained in this current report on Form 8-K being filed for the purposes of Rule 425 under the Securities Act is the information relating solely to the proposed merger between FB Financial and FNB Financial Corp. contained in the presentation furnished herewith as Exhibit 99.1, and being filed under this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

 
Exhibit Number
Description of Exhibit
 
 
 
 


IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS

On September 17, 2019, FB Financial entered into an agreement and plan of merger with FNB Financial Corp., a Kentucky corporation (“FNB”), Farmers National Bank of Scottsville (“Farmers National”), a national banking corporation and wholly owned subsidiary of FNB, and FirstBank, a Tennessee-chartered banking corporation and wholly owned subsidiary of FB Financial, pursuant to which FNB will be merged with and into FB Financial, with FB Financial being the surviving entity (the “FNB merger”). Following the FNB merger, Farmers National will merge with and into FirstBank, with FirstBank continuing as the surviving bank.  In connection with the FNB merger, FB Financial will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which will contain the proxy statement of FNB and a prospectus of FB Financial. Investors and shareholders are encouraged to read the registration statement, including the proxy statement/prospectus that will be part of the registration statement, because it will contain important information about the proposed transaction, FNB, and FB Financial. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be mailed to FNB shareholders and will be available for free on the SEC’s website (www.sec.gov). The 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

FB Financial, FNB, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FNB shareholders in connection with the proposed transaction 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 FNB, including additional information regarding the interests of such participants, will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described in the paragraph above.

The information contained herein shall 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 any such jurisdiction.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  FB FINANCIAL CORPORATION  
       
       

By:
/s/ James R. Gordon  
    James R. Gordon  
    Chief Financial Officer  
       
Date: September 24, 2019