Mergers and acquisitions:

Atlantic Capital Bank branch acquisition

On April 5, 2019, the Bank completed its previously-announced branch acquisition to purchase 11 Tennessee and three Georgia branch locations (the "Branches") from Atlantic Capital Bank, N.A., a national banking association and a wholly owned subsidiary of Atlantic Capital Bancshares, Inc. (collectively, “Atlantic Capital”) in a transaction valued at $36,790, further increasing market share in existing markets and expanding the Company's footprint to into new locations. Upon consummation, the Branches were merged with and into FirstBank, consolidating three of the purchased branches across the existing bank footprint. Under the terms of the agreement, the Bank assumed $588,877 in deposits at a premium of 6.25% and acquired $374,966 in loans at 99.32% of principal outstanding.

The acquisition of the Branches was accounted for in accordance with FASB ASC Topic 805 "Business Combinations." Accordingly, the assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. The Company is finalizing the fair value of acquired assets and liabilities assumed and as such, purchase accounting is not yet complete.

Goodwill of $31,396 recorded in connection with the transaction resulted primarily from the purchased deposit premium and has been assigned to the Banking segment.

The Company incurred $3,783 and $4,404 in merger expenses during the three and six months ended June 30, 2019, respectively, in connection with this transaction.

The following tables present the preliminary fair values of assets acquired and liabilities assumed as of the April 5, 2019 acquisition date and an allocation of the consideration to net assets acquired:



	As of April 5, 2019
	As Recorded by FB Financial Corporation (1)
Assets
Cash and cash equivalents⁽¹⁾	$	207,822
Loans, net of fair value adjustments	374,966
Premises and equipment	9,650
Operating lease right-of-use assets	4,133
Core deposit intangible	10,760
Accrued interest and other assets	1,271
Total assets	$	608,602
Liabilities
Deposits
Noninterest-bearing	$	118,405
Interest-bearing checking	112,225
Money markey and savings	211,135
Customer time deposits	147,112
Total deposits	588,877
Customer repurchase agreements	9,572
Operating lease liabilities	4,133
Accrued expenses and other liabilities	626
Total liabilities	603,208
Total net assets acquired	$	5,394

(1) Cash and cash equivalents were reduced in settlement by the deposit premium of $36,790 to reflect net cash received of $171,032.



Consideration:
Deposit premium	$	36,790
Preliminary allocation of consideration:
Fair value of net assets acquired	$	5,394
Goodwill (preliminary)	31,396
Total consideration	$	36,790

The following table presents the fair value of acquired purchased credit impaired loans accounted for in accordance with FASB ASC 310-30 "Loans and Debt Securities Acquired with Deteriorated Credit Quality" from the Atlantic Capital branch acquisition as of the acquisition date:



	April 5, 2019
Contractually-required principal and interest	$	11,374
Nonaccretable difference	1,615
Best estimate of contractual cash flows expected to be collected	9,759
Accretable yield	1,167
Fair value	$	8,592

The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three and six months ended June 30, 2018 and 2019 as though the merger had been completed as of January 1, 2018. The unaudited estimated pro forma information combines the historical results of the Branches with the Company’s historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. Merger expenses are reflected in the periods they were incurred. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2018 and does not include the effect of all cost-saving or revenue-enhancing strategies.



	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
Net interest income	$	57,023	$	55,609	$	113,610	$	108,687
Total revenues	$	90,002	$	92,237	$	176,413	$	179,411
Net income	$	18,688	$	21,843	$	37,191	$	41,474

Due to the timing of the data conversion and the integration of operations of the Branches onto the Company's existing operations, historical reporting of the acquired Branches is impracticable, and therefore, disclosure of the amounts of revenue and expenses from the acquired Branches since the acquisition date are not available.