M&A - FB Financial Corp

Form Type: S-4/A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000110465925050527

Filing Summary: FB Financial Corporation is proposing a merger with Southern States Bancshares, Inc., as approved by both boards of directors. The merger agreement, dated March 31, 2025, entails Southern States merging with FB Financial, which will continue as the surviving entity. Following this, Southern States Bank will merge into FirstBank, which is a subsidiary of FB Financial. Under the terms of the merger, Southern States' shareholders will receive 0.80 shares of FB Financial stock for each share they own, with provisions for fractional shares to be compensated in cash. Based on the market prices at key dates, the exchange ratio represents significant value for Southern States' shareholders. Special meetings for both corporations’ shareholders are scheduled for June 26, 2025, where they will vote on matters related to the merger including proposals for share issuance and adjournment if necessary. The document includes risk factors, business details, and instructions for shareholder voting. Approval from holders of common stock from both entities is necessary for the merger to proceed, with FB Financial advising shareholders to vote 'FOR' both proposals.

Form Type: S-4

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925046245

Filing Summary: FB Financial Corporation and Southern States Bancshares, Inc. have proposed a merger as outlined in an agreement dated March 31, 2025. The merger entails Southern States merging into FB Financial, which will continue as the surviving entity. Each share of Southern States common stock will be converted into 0.80 shares of FB Financial common stock, with fractional shares compensated in cash. The transaction aims to enhance value for shareholders and will involve shareholder approvals at special meetings to be scheduled. The final consideration and future stock value depend on market conditions at the merger's completion.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000164974925000116

Filing Summary: FB Financial Corporation is advancing with plans to acquire Southern States Bancshares, Inc., a transaction that involves $381 million. The announcement emphasizes FB Financial’s ongoing organic expansion efforts while integrating this acquisition. Despite the impending merger, CEO Chris Holmes has noted the importance of maintaining growth momentum, including the opening of new locations in Asheville, North Carolina, and Tuscaloosa, Alabama. The company reported a first-quarter net income of $39.4 million, a significant 40% increase from the previous year, and highlighted strategic growth plans supported by strong capital ratios. Preparations for the acquisition of Southern States are underway, aiming for completion by the end of September 2025. The potential merger could expand FB Financial’s branch network in Alabama and Georgia significantly. Holmes expressed strong confidence in the acquisition's benefits, emphasizing positive growth through established integration plans.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000164974925000073

Filing Summary: On March 31, 2025, FB Financial Corporation and Southern States Bancshares, Inc. signed an Agreement and Plan of Merger. Southern States will merge into FB Financial, which will be the surviving corporation, followed by Southern States Bank merging into FirstBank. The terms state that shareholders of Southern States will receive 0.80 shares of FB Financial common stock for every share of Southern States common stock they own at the effective time of the merger. Additionally, various stock options and awards will be converted into cash or adjusted according to the merger agreement. The agreement includes several covenants and closing conditions, such as shareholder approvals and regulatory consents, and stipulates a termination fee of $15,000,000 under certain conditions.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000164974925000075

Filing Summary: On March 31, 2025, FB Financial Corporation announced a proposed merger with Southern States Bancshares, Inc. The conference call included key executives, Chris Holmes (CEO) and Michael Mettee (CFO), outlining the merger's strategic goals and financial implications. The merger aims for cultural alignment, geographical expansion, and financial benefits, including anticipated 12% EPS accretion and limited tangible book value dilution. The all-stock transaction features an exchange ratio of 0.8 shares of FB Financial common stock per Southern States share, valuing the deal at over $380 million. Key metrics indicate the combined entity would achieve a pro forma return on average assets of 1.41% and efficiency ratio of 50%. The call emphasized proactive regulatory engagement and the timeline for closure is anticipated in Q3 or early Q4 2025, emphasizing focus on both operational improvement and scaling opportunities across markets.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000164974925000077

Filing Summary: FB Financial Corporation has communicated with employees regarding the proposed merger with Southern States Bancshares, Inc. The merger is positioned as a strong cultural fit, focusing on shared values and community involvement. The combined entity will have over $16 billion in assets. FirstBank plans to seek regulatory and shareholder approvals in the coming weeks, with an anticipated merger closing in the third quarter of 2025. An integration process is expected to occur by the end of 2025, with personnel integration teams formed to ensure a smooth transition. There is no expected significant impact on job positions or branch closures due to geographical considerations. The communication emphasizes commitment to maintaining benefits and competitive compensation during the transition. There’s a focus on retention of Southern States customers and community service engagement. FirstBank encourages open communication during the transition and plans to keep employees updated through newsletters and resources.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000164974925000069

Filing Summary: On March 31, 2025, FB Financial Corporation and Southern States Bancshares, Inc. executed an Agreement and Plan of Merger which outlines the merger of Southern States with FB Financial, designating FB Financial as the surviving corporation, followed by the merger of Southern States Bank into FirstBank. Under this Agreement, Southern States shareholders will receive 0.80 shares of FB Financial stock for each share of Southern States common stock, with provisions for cash payments for fractional shares. Existing stock options and restricted stock awards from Southern States will be converted or canceled according to specific terms. The agreement entails customary representations and warranties, along with provisions requiring shareholder approvals and regulatory consents. A termination fee of $15 million is outlined for certain termination scenarios. A new director will be appointed to FB Financial’s board post-merger, and voting agreements have been secured from key shareholders to support the merger. A joint press release and supplemental presentations will be issued for investors and analysts detailing the agreement and subsequent steps.