CORRESP 1 filename1.htm CORRESP

September 13, 2016

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: William H. Dorton

 

Re:

  

FB Financial Corporation

Registration Statement on Form S-1, as amended

File No. 333-213210

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join FB Financial Corporation (the “Registrant”) in requesting the effectiveness of the Registrant’s above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will become effective on Thursday, September 15, 2016, at 3:00 P.M., Washington D.C. time, or as soon thereafter as practicable.

Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that 5,666 copies of the Preliminary Prospectus dated September 6, 2016, were furnished to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have and will, and each underwriter has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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  Very truly yours,
     
 

J.P. MORGAN SECURITIES LLC

UBS SECURITIES LLC

KEEFE, BRUYETTE & WOODS, INC

as Representatives of the several Underwriters

     
  J.P. MORGAN SECURITIES LLC
  By:     /s/ Ricardo McKenzie
        Name:   Ricardo McKenzie
        Title:   Executive Director
 
     
  UBS SECURITIES LLC
  By:     /s/ Mitesh Hassamal
        Name:   Mitesh Hassamal
        Title:   Executive Director
  By:     /s/ Christopher Sanger
        Name:   Christopher Sanger
        Title:   Executive Director
 
     
  KEEFE, BRUYETTE & WOODS, INC
  By:     /s/ Michael Garea
        Name:   Michael Garea
        Title:   Director

[Signature Page to Acceleration Request]