Current Report Filing (8-k)
May 23 2018 - 6:05AM
Edgar (US Regulatory)
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): May 22, 2018
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Tennessee
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001-37875
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62-1216058
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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211 Commerce Street, Suite 300
Nashville, Tennessee
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37201
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(Address of principal executive offices)
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(Zip Code)
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(615) 564-1212
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Regulation FD Disclosure.
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A copy of the press release announcing the pricing of the Secondary Offering
(defined below) is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this
Report
).
On May 22, 2018, FB Financial Corporation (the
Company
) announced 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.
Item 9.01
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Financial Statements and Exhibits.
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No Offer or Sale
This
Report does not constitute an offer to sell or a solicitation of an offer to buy shares of common stock in the Secondary Offering 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. An offering of shares of common stock in the Secondary Offering may be made only by means of the
prospectus supplement and accompanying prospectus, which have been or will be filed with the Securities and Exchange Commission.
Cautionary Note
Regarding Forward-Looking Statements
Certain statements contained in this Report 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 Report. Readers of this Report should not unduly rely on any forward-looking statements, which represent the
Companys 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.
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.
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FB FINANCIAL CORPORATION
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By:
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/s/ James R. Gordon
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James R. Gordon
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Chief Financial Officer and Secretary
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Date: May 22, 2018
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