Attached files
| file | filename |
|---|---|
| EX-99.1 - FB Financial Corp | pressrelease.htm |
| 8-K - FB Financial Corp | fbk20200121.htm |
Merger Announcement January 21, 2020
In connection with the proposed merger, FB Financial Corporation (“FB Financial”) will file a
registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”). The registration statement will contain the joint proxy statement of Franklin Financial Network, Inc. (“Franklin”) and FB Financial to be sent to the FB
Financial and Franklin shareholders seeking their approvals in connection with the merger and the issuance of FB Financial common stock in the merger. The registration statement will also contain the prospectus of FB Financial to register the
shares of FB Financial common stock to be issued in connection with the merger. A definitive joint proxy statement/prospectus will also be provided to FB Financial and Franklin shareholders as required by applicable law. Investors and
shareholders are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, as well as any other relevant documents filed by FB Financial and Franklin with the
SEC, including any amendments or supplements to the registration statement and other documents filed with the SEC, because they will contain important information about the proposed merger, Franklin, and FB Financial. The registration statement
and other documents filed with the SEC may be obtained for free on the SEC’s website (www.sec.gov). The definitive proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615)
564-1212 or investors@firstbankonline.com, or by contacting Franklin Investor Relations at (615) 236-8327 or investors@franklinsynergy.com. This communication does not constitute an offer to sell, the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. FB Financial, Franklin, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Franklin
shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of
shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of Franklin may be found in the definitive proxy
statement for Franklin’s 2019 annual meeting of shareholders, filed with the SEC by Franklin on April 12, 2019, and other documents subsequently filed by Franklin with the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. Free copies of these documents may be obtained as
described in the paragraph above. IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS PARTICIPANTS IN THE SOLICITATION
Forward - Looking Statements Certain statements contained in this communication may constitute
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, without limitation, statements
relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin (which we refer to as the “Franklin merger”), and FB Financial’s and Franklin’s future plans, results, strategies, and expectations. 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 or Franklin’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial, Franklin or any other person that such expectations,
estimates, and projections will be achieved. Accordingly, FB Financial and Franklin caution 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. 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) the risk that the cost savings and any revenue synergies from the proposed Franklin merger or another acquisition may not be realized or may take longer than
anticipated to be realized, (2) disruption from the proposed Franklin merger with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger
agreement with Franklin, (4) the failure to obtain necessary regulatory approvals for the Franklin merger, (5) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (6) the
possibility that the costs, fees, expenses, and charges related to the Franklin merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the
Franklin merger to be satisfied, (8) the risks related to the integration of the combined businesses (Franklin, as well as FB Financial’s pending acquisition of FNB Financial Corp. and any future acquisitions), including the risk that the
integration will be materially delayed or will be more costly or difficult than expected, (9) the diversion of management time on merger-related issues, (10) the ability of FB Financial to effectively manage the larger and more complex operations
of the combined company following the Franklin merger, (11) the risks associated with FB Financial’s pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) reputational risk and the reaction of the
parties’ customers to the Franklin merger, (14) FB Financial’s ability to successful execute its various business strategies, including its ability to execute on potential acquisition opportunities, (15) the risk of potential litigation or
regulatory action related to the Franklin merger, and (16) general competitive, economic, political, and market conditions. Further information regarding FB Financial, Franklin and factors which 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, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and
its other filings with the Securities and Exchange Commission ("SEC"), and in Franklin's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019,
June 30, 2019 and September 30, 2019, and its other filings with the SEC.Many of these factors are beyond FB Financial’s and Franklin’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 communication, and neither FB Financial nor Franklin undertakes any 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 or Franklin to predict their occurrence or how they will affect FB
Financial or Franklin. FB Financial and Franklin qualify all forward-looking statements by these cautionary statements.
Highlights of the combination Creates the leading community banking franchise in attractive Nashville
MSAPro forma: #6 in Nashville MSA / #1 in Williamson county / #2 in Rutherford countyAdds 20+ high performing, seasoned community bankers—Average of ~20 years experience in the marketCore community bank with strong market share in desirable
counties in the Nashville MSA~25% share in Williamson county / ~10% share in Rutherford county Combination meaningfully accelerates the continuation of Franklin’s core bank improvementDrive customer deposit growth through enhanced offerings and
capabilitiesExit remaining non-strategic assets with corresponding pay down of wholesale funding Strategically compelling ~10% accretion to 2021 EPS (first full year)—Immediately accretive to 2020 EPSNeutral to tangible book value per
share—Includes 3.9% gross loan mark~100bps improvement in 2021 ROATCE—Further enhances strong financial return profileProvides scale for continued investments—Well positioned to cross $10bn asset threshold Attractive financial
returns Manageable in-market transaction Well-known, in-market competitor—Familiarity with bankers, customers and communities; similar customer-focused culturesSubstantially de-risking the Franklin balance sheetImmediately after closing, exit
remaining non-strategic loans—SNC / Healthcare / Corporate Pay down a substantial portion of non-core funding with net proceeds—FHLB / Brokered depositsSeasoned acquirer with significant integration experience—4 announced acquisitions in last 5
years Combination creates the premier community bank in Tennessee
franchise overview Company overview Ticker: FSB (NYSE)Headquarters: Franklin, TennesseeFranchise
highlights: Top community bank in highly attractive Williamson and Rutherford countiesRelationship oriented with local decision makingSeasoned team of local bankers—averaging ~20 years of experience Financial highlights as of 12/31/2019
($mm) Leading position in Williamson and Rutherford counties within the Nashville MSA Source: SNL Financial, FactSet; Note: Financial data as of December 31, 2019¹ Non-GAAP financial measure; ² CAGR shown with a deposit cap of
$1bn Williamson Rutherford 11.8% 5-year deposit CAGR2$133k proj. median HHI2.3% median HHI proj. CAGR Presence in Nashville MSA 9.2% 5-year deposit CAGR2$87k proj. median HHI3.0% median HHI proj. CAGR *PLEASE DO NOT DELETE THIS TEXT
BOX*This map was created using ArcMap.Updates and edits can be easily done using the ArcMap program, contact GCFO-Presentations to make edits.NOTE: If the map is ungrouped it can no longer be edited in ArcMap.Workflow reference number is:
3105626-002 Franklin branch 1
Transaction overview Consideration & structure1 Deal value: $611 millionConsideration: ~95% stock /
~5% cashExchange ratio: Fixed exchange ratio of 0.9650x of FBK stock + $2.00 per share in cashPricing: 1.5x Price to tangible book value / 10x Price to 2021E synergized earningsPro forma ownership: 69% FB Financial / 31% Franklin FinancialJames
W. Ayers pro forma ownership: ~28% Board of directors Board of directors: Three independent members of Franklin Financial’s Board of Directors will be added to the FB Financial Board of Directors Employees & Community Key employees: Key
Franklin executives have entered into amended employment agreements with FBKOperations center: Pro forma company’s primary operations center and mortgage headquarters will be located in Franklin, TN Approvals & timing Approvals: Customary
regulatory and FB Financial and Franklin Financial shareholdersJames. W Ayers, 43.7% owner of FB Financial, has entered into a customary voting agreement to vote his shares in favor of the transactionExpected closing: Third quarter of
2020 Source: FactSet; ¹ Based on FB Financial’s closing stock price of $38.80 as of January 17, 2020 Financial impact Earnings per share:2020: ~5% accretion2021: ~10% accretionTangible book value per share: Neutral at closeRevenue synergies:
Not modeled
Key assumptions Cost savings & transaction expense Preliminary loan mark and CECL impact Balance
sheet de-risking Other fair value marks Achievable cost savings: ~30% of Franklin's operating non-interest expenseReflects retention of all revenue producers, majority of executive management and operations center in Franklin, TNPlanned
consolidation of 7 branchesTax savings: ~$2.5mm of annual state tax benefit from Franklin’s efficient REIT structureOne-time costs: ~$50mm (pre-tax) of one-time merger related expenses Total gross loan marks: ~$110mm, or 3.9%, of total
loansAllowance for credit loses (CECL): ~2.7% of total loansTotal accretable mark: ~1.3% of total loans (includes non-PCD fair value credit marks and rate marks) Non-strategic loans: Exit 100% of remaining loans prior to or immediately after
close (see appendix)~$430mm of SNC, healthcare and corporate loans as of 12/31/2019 (significant reduction expected prior to close)Conservative mark included in ACL assumption aboveNon-strategic funding: Pay down FHLB / Brokered CDs with net
proceedsEarnings impact: ~$10mm reduction to 2021 earnings (no replacement of loans considered in model) Core deposit intangibles: ~1.2% of regulatory core deposits amortized 10 years straight-lineOther fair value marks: ~$6.5mm write-up of
sub-debt and time deposits accreted over 6 years SL / 1 year SYD Crossing $10bn asset threshold Crossing ~$10bn assets: Opportunistically cross threshold by 12/31/2020 (included in the model)Incremental operating costs: Reflected in FBK stand
alone expense run-rate and achievable cost save assumptionsDurbin amendment impact: ~$6mm (pre-tax) annual impact (phased in 50% for 2021 and 100% for 2022) Capital Pro forma capital ratios: Remain significantly in excess of “well capitalized”
guidelinesCommon equity tier 1 greater than 10% at close – Targeting +/- 100% C&D concentration 4 quarters post-closingOpportunity to strategically bolster total risk-based capital given current capital structureShare repurchase
authorization: $50mm remains outstanding
24 24 40 40 65 65 840 840 Pro forma franchise is the top community
bank in the Nashville MSA FirstBank Deposit Composition by Market Standalone Pro forma² FirstBankFranklin 1 mile branch overlap¹: 27%3 mile branch overlap¹: 67% Nashville MSA Deposit Share ($mm) MSA Nashville MSA by
company Nashville26% Other metropolitan markets³35% Community markets39% Nashville52% Other metropolitanmarkets³22% Community markets26% Source: SNL Financial; Deposit data as of June 30, 2019; FirstBank pro forma for pending acquisition
of FNB Financial¹ Calculated as the percentage of Franklin branches within 1 and 3 miles of a FirstBank branch² Pro forma excludes brokered deposits paid down; ³ Other metropolitan markets include: Chattanooga, Huntsville, Jackson, Knoxville and
Memphis *PLEASE DO NOT DELETE THIS TEXT BOX*This map was created using ArcMap.Updates and edits can be easily done using the ArcMap program, contact GCFO-Presentations to make edits.NOTE: If the map is ungrouped it can no longer be edited in
ArcMap.Workflow reference number is: 3105626-002 Nashville
Williamson Rutherford Nashville MSA U.S. Nashville is one of the most attractive markets in the
U.S. Nashville has excellent demographic trends Attractive environment for businesses³ 5-yr Projected population growth CAGR 2025 Projected median HHI ($000) 5-year deposit growth CAGR¹ Southeast stats & SNL Nashville economy
BLS Chamber of commerce #1 on Forbes’ list for metro area job growth in professional and business services4#2 on SmartAdvisor’s Best Place for New Businesses5#5 on MagnifyMoney’s America's Biggest Boomtowns6#7 on Forbes’ list of fastest growing
cities7#8 City for Tech Jobs by Time Magazine8#11 on Inc.’s Best Cities to Start a Business in 20209 Select companies with major Nashville presence North America HQ Highly diversified market² Manufacturing8% Trade &
Transportation20% Information Services2% Financial Activities7% Professional Services16% Education & Health Services15% Leisure & Hospitality12% Government12% Other4% Construction 4% Nashville MSA employment by sector Source:
SNL Financial, Nashville Chamber of Commerce1 CAGR shown with a deposit cap of $1bn; 2 Bureau of Labor Statistics as of November 2019; 3 Nashville Area Chamber of Commerce; Year of publication: 4 2017; 5 2019; 6 2018; 7 2018; 8 2017; 9 2019
5-year Projected median HHI CAGR
Deposits Loans Pro forma franchise is customer focused with a diversified loan portfolio funded by core
deposits Source: SNL Financial, Company filings; Note: Financial data as of December 31, 2019; ¹ FirstBank pro forma for pending acquisition of FNB Financial Corp (FNB data as of September 30, 2019); ² Franklin pro forma assuming non-strategic
assets are divested (includes SNC, Healthcare, other Corporate loans), and brokered deposits paid down with proceeds; ³ Commercial loans include Owner-Occupied CRE; ⁴ CRE includes non-owner occupied CRE and multi-family; 5 Excludes purchase
accounting adjustments, includes impact of sale of non-strategic assets and pay down of brokered deposits Commercial³37% CRE⁴23% Residential21% C&D13% FirstBank¹ Franklin² Pro
Forma5 Commercial³18% CRE⁴30% Residential27% C&D25% Consumer & Other6% Commercial³31% CRE⁴25% Residential23% C&D17% Consumer & Other4% Total Loans HFI: $4,584Yield on Loans HFI: 5.80% Total Loans HFI: $2,374Yield on
Loans: 5.38% Total Loans HFI: $6,959Yield on Loans: 5.65% Non-interest bearing checking25% Interest bearingchecking20% Total Deposits: $5,137Cost of total deposits: 1.01% Total Deposits: $2,803Cost of total deposits: 1.55% Total Deposits:
$7,940Cost of total deposits: 1.19% MMDA &Savings30% Time25% Non-interest bearing checking20% Interest bearing checking27% MMDA &Savings39% Time15% Brokered8% Interest bearing checking23% MMDA
&Savings33% Time21% Non-interest bearing checking11% Brokered3%
Accelerates Franklin’s strategy of exiting non-strategic assets and funding Source: SNL Financial, Company
filings; Note: Financial data as of December 30, 2019; ¹ Non-strategic loans include SNC, Healthcare, and other corporate loans (see appendix) 16% decrease Franklin’s non-strategic loans¹ ($mm) Franklin’s total deposits ($mm) $3,208 11%
increase in retail deposits 21% decrease in non- retail deposits
Broader product offering and deposit focus likely to drive revenue enhancements over time Non-interest
bearing deposits / total deposits Cost of total deposits1 Accelerate core community banking in Nashville MSADeeper penetration of customer deposit shareIncreased brand awarenessEnhanced ability to recruit talentAccelerate and diversify growth
in Nashville MSA through continued focus on:Broader wealth and related offeringsTreasury management product improvementEnhanced retail product offerings Source: SNL Financial, Company filings; Note: FB Financial metrics pro forma for pending
acquisition of FNB Financial Corp.Financial data as of December 31, 2019 (FNB data as of September 30, 2019)¹ Franklin cost of total deposits pro forma for brokered deposits paid down Opportunities for the combined franchise 15% (54bps)
Strong balance sheet and capital position for future growth Source: SNL Financial; FB Financial pro forma
for pending acquisition of FNB Financial Corp, excluding purchase accounting adjustments.; Financial data as of December 31, 2019 (FNB data as of September 30, 2019)1 Excludes Franklin’s non-strategic portfolio; 2 Excludes brokered and internet
time deposits; 3 Pro forma at close presented for illustrative purposes, excludes anticipated balance sheet restructuring, purchase accounting, one-time charges and other expected adjustments between now and close; 4 Estimate inclusive of
purchase accounting adjustments and balance sheet restructuring Pro forma Pro forma Pro forma3 Customer loans (HFI)1 Customer deposits2 Customer loans (HFI)1 / Customer deposits2 Estimated capital ratios at close4
Extensive due diligence process completed Comprehensive, in-depth due diligence process has been
completed35+ member diligence team spanning credit, finance, tax, compliance, operations and legalAssessment of cultureDetailed review of the loan portfolio, credit philosophy and underwriting practicesDetailed analysis of funding and liquidity
positionReview of risk management activitiesManagement review supplemented by third party diligence on loan portfolioDisciplined and experienced acquirorFirstBank has completed 3 acquisitions in the past 5 yearsIntegration process will draw on
knowledge of best practices from prior acquisitionsSupported by strong participation from third parties to supplement resources FirstBank acquisitions since 2015 2015 2016 2017 2018 2019 April 5Acquisition of 14 branches from
Atlantic Capital Financial$602mm deposits September 17 Announce acquisition of FNB Financial$250mm assets July 31 Acquisition of American City / Clayton Bank and Trust$1,195mm assets September 18 Acquisition of Northwest Georgia
Bank$286mm assets Source: SNL Financial
Summary highlights Significantly enhances franchise in attractive Nashville MSA, moving to #6 in deposit
market shareStrong community bank with leading share in Williamson and Rutherford countiesBuilds talent base in Nashville MSA and operational resources to support passing $10bnCompelling financial returns, inclusive of de-risking, with potential
for additional upsideNo book value dilution and robust pro forma capital ratiosIn-market transaction and comprehensive due diligence are significant risk mitigantsProtecting the balance sheet with significant loan mark and exiting non-strategic
assets and liabilities Combination creates the premier community bank in Tennessee
Appendix
Overview of Franklin’s non-strategic loan book Source: Company filings; Note: Financial data as of
December 31, 2019