FB Financial Corporation Announces Pricing of Secondary Offering
May 22 2018 - 8:11PM
Business Wire
FB Financial Corporation (the “Company”) (NYSE:FBK)
announced today the pricing of the previously announced
underwritten secondary public offering of a total of 3,200,000
shares of its common stock at a price to the public of $41.25 per
share, all of which will be sold by Mr. James W. Ayers (the
“Selling Shareholder”). In addition, the Selling Shareholder
has granted to the underwriters an option for 30 days to purchase
up to 480,000 additional shares of common stock to cover
overallotments, if any, at the public offering price, less the
underwriting discount (the “Secondary Offering”).
The Secondary Offering is expected to close on May 25, 2018,
subject to the satisfaction of customary closing conditions. The
Company will not receive any proceeds from the Secondary
Offering.
J.P. Morgan and Stephens Inc. are acting as joint book-running
managers and as underwriters of the Secondary Offering.
The shares are being offered pursuant to the Company’s effective
registration statement on Form S-3 (File No. 333-221149), and a
prospectus supplement, dated May 22, 2018, and an accompanying
prospectus, dated November 9, 2017, each of which were filed with
the Securities and Exchange Commission (the “SEC”).
Potential purchasers of our common stock should consider carefully
the information contained in the prospectus supplement and the
accompanying prospectus and other documents that the Company has
filed with the SEC for more complete information about the Company
and the Secondary Offering. When available, copies of the
prospectus supplement and the accompanying prospectus related to
the Secondary Offering may be obtained by contacting: J.P. Morgan
Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or
by email at prospectus-eqfi@jpmchase.com; or Stephens Inc., 111
Center Street, Little Rock, Arkansas 72201, Attn: Prospectus
Department, by emailing prospectus@stephens.com, by calling (501)
377-2131 or by faxing (501) 377-2404. Investors may also obtain
copies of these documents free of charge by visiting the SEC’s
website at www.sec.gov.
NO OFFER OR SOLICITATION
This press release does not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock nor shall
there be any sale of the shares of common stock in the Secondary
Offering in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Secondary Offering is being made only by means of the
prospectus supplement and accompanying prospectus, which have been
or will be filed with the SEC.
ABOUT FB FINANCIAL CORPORATION
FB Financial Corporation (NYSE: FBK) is a bank holding company
headquartered in Nashville, Tennessee. FB Financial operates
through its wholly owned banking subsidiary, FirstBank, the third
largest Tennessee-headquartered community bank, with 56
full-service bank branches across Tennessee, North Alabama and
North Georgia, and a national mortgage business with offices across
the Southeast. FirstBank serves five of the largest metropolitan
markets in Tennessee and has approximately $4.7 billion in total
assets.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release are
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 statements relating to the timing and closing of
the Secondary Offering. These forward-looking 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. The
inclusion of these forward-looking statements should not be
regarded as a representation by the Company or any other person
that the forward-looking statements will occur. Accordingly, the
Company cautions readers of this Report that any such
forward-looking statements are not guarantees of future performance
or outcomes and are subject to various risks, assumptions and
uncertainties. Because of these risks and other uncertainties, the
outcome of matters that are the subject of forward-looking
statements may be materially different from the anticipated or
estimated results discussed in the forward-looking statements in
this press release. Readers of this press release should not unduly
rely on any forward-looking statements, which represent the
Company’s beliefs, assumptions and estimates only as of the dates
on which they were made, as predictions of future events. The
Company undertakes no obligation to update these forward-looking
statements 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 for the
Company to predict their occurrence or how they will affect the
Company.
The Company qualifies all of its forward-looking statements by
these cautionary statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180522006460/en/
FB Financial CorporationMedia Contact:Jeanie M.
Rittenberry,
615-313-8328jrittenberry@firstbankonline.comwww.firstbankonline.comorFinancial
Contact:James R. Gordon,
615-564-1212jgordon@firstbankonline.cominvestorrelations@firstbankonline.com
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