Proposed Acquisition to Add $1.2 Billion in Assets; Pro Forma Assets of $4.5 Billion for Combined Banks
NASHVILLE, TN-FB Financial Corporation (NYSE: FBK) announced today that it has entered into a stock purchase agreement for its wholly-owned subsidiary, FirstBank, to acquire Clayton Bank and Trust (“Clayton Bank”) and American City Bank (collectively “Clayton Banks”). The banks are being acquired from Clayton HC, Inc., the sole shareholder of the two banks in a transaction valued at approximately $284.2 million (based on FBK’s common stock closing price as of February 7, 2017). Clayton HC is over 98% owned by Jim Clayton, its Chairman and Chief Executive Officer.
Chris Holmes
Under terms of the agreement, the transaction is structured as a stock purchase whereby FirstBank will acquire all of the issued and outstanding shares of Clayton Bank and American City Bank from Clayton HC, and following closing both banks will merge into FirstBank as the surviving entity.
FB Financial’s President and CEO Chris Holmes stated, “We are very excited to announce the proposed acquisition of the Clayton Banks. This strategic transaction will significantly expand our footprint in key metropolitan markets and enhance our community markets in Tennessee. We expect the addition of the Clayton Banks to be immediately accretive to our earnings per share in 2017.
“The Clayton Banks have a great team and are two of the most profitable banks in Tennessee. They have a relationship-based customer service culture that blends well with our culture. We look forward to joining with Clayton Bank and American City Bank and their associates to expand our banking services throughout Tennessee,” concluded Holmes.
Jim Cllayton
Jim Clayton stated, “We are thrilled to join the FirstBank team and believe this is an exceptional opportunity for our customers who will gain access to additional products, services and a broader branch network while being able to rely upon the same strong customer service that the Clayton Banks have provided them for many years. Our strong presence in key markets along with a highly skilled niche business line is a tremendous asset for FirstBank, who is committed to continued investment throughout our footprint.”
The acquisition is expected to close in the third quarter of 2017 and is subject to regulatory approvals, approval by FB Financial shareholders, approval by Clayton HC shareholders and other customary closing conditions. The transaction is expected to be immediately accretive to FB Financial Corporation’s earnings per share, exclusive of transaction costs and expenses. During the first full year of combined operations, FB Financial estimates low-teens percentage earnings per share accretion. FB Financial estimates approximately 6.0% tangible book value dilution at closing, which is expected to be earned back in approximately 1.5 years.
ABOUT THE CLAYTON BANKS
Clayton Bank is headquartered in Knoxville, Tennessee and has assets of approximately $887 million. The bank has 13 branches across its markets in Knoxville, Jackson, Oakland, Covington, Henderson, Lexington, Friendship and Cookeville, Tennessee.
American City Bank is headquartered in Tullahoma, Tennessee and has assets of approximately $308 million. It operates five branches in Tullahoma, Manchester, Lynchburg and Dechard, Tennessee.
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 45 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 over $3.2 billion in total assets.
Media Release/BusinessWire.com/FirstBank
Steve Nesbitt – City President
First Bank Offices are located in the Historic Rogers Building – Mezzanine Level
121 North Court Street
Florence, AL 35630
