FB Financial Corporation (NYSE: FBK) (“FB Financial”), parent
company of FirstBank, today announced the completion of FirstBank’s
private placement of $100 million of its 4.50% fixed-to-floating
rate subordinated notes due 2030 (the “Notes”) to certain qualified
institutional buyers and institutional accredited investors (the
“Private Placement”). FirstBank intends to use the net proceeds
from the Private Placement for general corporate purposes.
The Notes have been structured to qualify as Tier 2 capital for
FirstBank for regulatory capital purposes. The Notes are unsecured
and have a ten-year term, maturing September 1, 2030, and will bear
interest at a fixed annual rate of 4.50%, payable semi-annually in
arrears, for the first five years of the term. Thereafter, the
interest rate will reset quarterly to an interest rate per annum
equal to then current three-month Secured Overnight Financing Rate
(“Three-Month SOFR”), plus a spread of 439 basis points, payable
quarterly in arrears, provided, however, that, in the event the
Three-Month SOFR is less than zero, the Three-Month SOFR shall be
deemed to be zero. As provided in the Notes, under specified
conditions, the interest rate on the Notes during the Floating Rate
Period may be determined based upon a rate other than Three-Month
SOFR. FirstBank is entitled to redeem the Notes, in whole or in
part, on any interest payment date on or after September 1, 2025,
and to redeem the Notes at any time in whole upon certain other
specified events. The Kroll Bond Rating Agency assigned an
investment grade rating of BBB to the Notes.
President and Chief Executive Officer, Christopher T. Holmes
stated, “We are pleased with the additional capital cushion that
this offering provides us. The favorable terms reflect the strength
of FirstBank’s balance sheet and operating results. With the
closing of the Franklin transaction and this capital on the balance
sheet, we feel that we are well positioned for the future.”
Piper Sandler & Co. served as the lead placement agent and
U.S. Bancorp Investments, Inc. and Stephens Inc. served as the
co-placement agents for the Private Placement. Waller Lansden
Dortch & Davis, LLP served as legal counsel to FirstBank and
Nelson Mullins Riley & Scarborough LLP served as legal counsel
to the placement agents.
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 bank, with 87 full-service bank
branches across Tennessee, South Central Kentucky, 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 $11.0
billion in assets.
NO OFFER OR SOLICITATION
This press release shall not constitute an offer to sell, a
solicitation of an offer to sell, or the solicitation or an offer
to buy any securities, including the Notes. The Notes have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), any state securities laws or any other
applicable securities laws and were offered pursuant to the
exemption from registration provided by Section 3(a)(2) of the
Securities Act. The Notes are not savings or deposit accounts and
are not insured by the Federal Deposit Insurance Corporation (the
“FDIC”) or by any other government agency.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements
include, without limitation, statements regarding FB Financial’s
future plans, results, strategies and expectations and certain
matters pertaining to the Private Placement of the Notes, including
the use of proceeds therefrom. These 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, and
are based upon current expectations, estimates, and projections,
many of which, by their nature, are inherently uncertain and beyond
FB Financial’s control. The inclusion of these forward-looking
statements should not be regarded as a representation by FB
Financial or any other person that such expectations, estimates,
and projections will be achieved. Accordingly, FB Financial
cautions shareholders and investors that any such forward-looking
statements are not guarantees of future performance and are subject
to risks, assumptions, and uncertainties that are difficult to
predict. Although FB Financial believes that the expectations
reflected in these forward-looking statements are reasonable as of
the date of this press release, actual results may prove to be
materially different from the results expressed or implied by the
forward-looking statements. A number of factors could cause actual
results to differ materially from those contemplated by the
forward-looking statements including, without limitation, (1)
current and future economic conditions, including the effects of
declines in housing and commercial real estate prices, high
unemployment rates, and any slowdown in economic growth in the
local or regional economies in which FB Financial operates and/or
the U.S. economy generally, (2) the effects of the COVID-19
pandemic, including the magnitude and duration of the pandemic and
its impact on general economic and financial market conditions and
on FB Financial’s business and FB Financial customers' businesses,
results of operations, asset quality and financial condition, (3)
changes in government interest rate policies, (4) FB Financial’s
ability to effectively manage problem credits, (5) the risk that
the cost savings and any revenue synergies from recently completed
mergers or another acquisition may not be realized or may take
longer than anticipated to be realized, (6) disruption from
recently completed mergers with customer, supplier, or employee
relationships, (7) the possibility that the costs, fees, expenses,
and charges related to recently completed mergers may be greater
than anticipated, including as a result of unexpected or unknown
factors, events, or liabilities, (8) the risks related to the
integrations of the combined businesses following recently
completed mergers, including the risk that the integrations will be
materially delayed or will be more costly or difficult than
expected, (9) the diversion of management time on issues related to
recently completed mergers, (10) the ability of FB Financial to
effectively manage the larger and more complex operations of the
combined company following recently completed mergers, (11) the
risks associated with FB Financial’s pursuit of future
acquisitions, (12) reputational risk and the reaction of the
parties’ respective customers to recently completed mergers, (13)
FB Financial’s ability to successfully execute its various business
strategies, including its ability to execute on potential
acquisition opportunities, (14) the risk of potential litigation or
regulatory action related to recently completed mergers, (15)
general competitive, economic, political, and market conditions and
(16) the failure to obtain any necessary regulatory approvals from
the FDIC or the Commissioner of the Tennessee Department of
Financial Institutions when expected or at all with respect to
redemption or repayment of the Notes.
Additional information regarding FB Financial and factors that
could affect the forward-looking statements contained herein can be
found in FB Financial's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2020 and June 30, 2020, and its other
filings with the SEC. Many of these factors are beyond FB
Financial’s ability to control or predict. If one or more events
related to these or other risks or uncertainties materialize, or if
the underlying assumptions prove to be incorrect, actual results
may differ materially from the forward-looking statements.
Accordingly, shareholders and investors should not place undue
reliance on any such forward-looking statements. Any
forward-looking statement speaks only as of the date of this press
release, and FB Financial undertakes no obligation to publicly
update or review any forward-looking statement, whether 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 FB Financial to predict their
occurrence or how they will affect the company. FB Financial
qualifies all forward-looking statements by these cautionary
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200831005724/en/
MEDIA CONTACT: Jeanie M. Rittenberry 615-313-8328
jrittenberry@firstbankonline.com www.firstbankonline.com
FINANCIAL CONTACT: Robert Hoehn 615-564-1212
rhoehn@firstbankonline.com
investorrelations@firstbankonline.com
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