Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2018, FB Financial Corporation (the
Company
) entered into an underwriting agreement (the
Underwriting
Agreement
) with Mr. James W. Ayers, the Executive Chairman of the Company (the
Selling Shareholder
), and J.P. Morgan Securities LLC and Stephens Inc. (collectively, the
Underwriters
) pursuant
to which the Selling Shareholder agreed to sell 3,200,000 shares of the Companys common stock, par value $1.00 per share (
Common Stock
), to the Underwriters (the
Underwritten Shares
). The Underwritten
Shares were sold at a public offering price of $41.25 per share and were purchased by the Underwriters from the Selling Shareholder at the public offering price, less the underwriting discount.
The closing of the sale of the Underwritten
Shares occurred on May 25, 2018. The Company will not receive any proceeds from the sale of the Underwritten Shares.
Under the terms of the
Underwriting Agreement, the Selling Shareholder granted the Underwriters the option, for 30 days, to purchase up to 480,000 additional shares of Common Stock at the public offering price, less the underwriting discount, to cover overallotments, if
any (the
Option Shares
). On May 25, 2018, the Underwriters exercised in full their option to purchase the Option Shares. The closing of the sale of the Option Shares is currently expected to occur on May 31, 2018 subject to
the satisfaction of customary closing conditions. The Company will not receive any proceeds from the sale of the Option Shares.
The secondary offering
was made pursuant to the Companys effective registration statement on Form
S-3
(File
No. 333-221149),
a prospectus supplement, dated May 22, 2018 (the
Prospectus Supplement
), and an accompanying prospectus, dated November 9, 2017 (the
Accompanying Prospectus
), each of which were filed with the Securities and Exchange Commission (the
SEC
).
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, the Selling
Shareholder and the Underwriters, customary conditions to closing and indemnification obligations of the Company, the Selling Shareholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, among other
obligations of the parties. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the parties.
The Company, the Selling Shareholder and the Companys directors and certain
of its executive officers also agreed not to sell or transfer any shares of Common Stock for 90 days after May 22, 2018 without first obtaining the written consent of the Underwriters, subject to certain limited exceptions set forth in the
Underwriting Agreement or lockup agreement, as applicable.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
(this
Report
) and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and
lock-up
arrangements do not purport
to be complete and are qualified in their entirety by reference to the Underwriting Agreement.