Item 2.02. Results of Operations and Financial Condition.
On
Item 8.01 Other Events
OnJanuary 21, 2020 ,Franklin and FB Financial Corporation, aTennessee corporation ("FB Financial"), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as ofJanuary 21, 2020 (the "Merger Agreement"), entered into by and among Franklin, FB Financial andPaisley Acquisition Corporation , aTennessee corporation and a direct wholly-owned subsidiary of FB Financial ("Merger Sub"), pursuant to which on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Franklin, with Franklin as the surviving corporation and a direct, wholly-owned subsidiary of FB Financial, and immediately thereafter Franklin will merge with and into FB Financial. A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In addition, in light of the announcement of the Merger Agreement, the live broadcast of Franklin's earnings webcast and conference call previously scheduled at8:00 a.m. CST onThursday, January 23, 2020 will be cancelled, and Franklin and FB Financial will hold a joint conference call to discuss the announced merger onTuesday, January 21, 2020 , at5:00 p.m. CST . The investor presentation to be used on the call is filed as Exhibit 99.3 and is incorporated herein by reference. IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS In connection with the proposed merger, FB Financial will file a registration statement on Form S-4 with theSecurities and Exchange Commission ("SEC"). The registration statement will contain the joint proxy statement of 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 theSEC , including any amendments or supplements to the registration statement and other documents filed with theSEC , because they will contain important information about the proposed merger, Franklin, and FB Financial. The registration statement and other documents filed with theSEC may be obtained for free on theSEC'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 report 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. PARTICIPANTS IN THE SOLICITATION 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 theSEC . 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 theSEC by FB Financial onApril 16, 2019 , and other documents subsequently filed by FB Financial with theSEC . 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 theSEC by Franklin onApril 12, 2019 , and other documents subsequently filed by Franklin with theSEC . 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. FORWARD-LOOKING STATEMENTS
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Certain statements contained in this report 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 FB Financial (which we refer to as the "FB Financial 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 FB Financial
merger may not be realized or may take longer than anticipated to be realized,
(2) disruption from the proposed FB Financial 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 FB Financial, (4) the failure to obtain necessary regulatory approvals for
the FB Financial merger, (5) the failure to obtain the approval of FB Financial
and Franklin's shareholders in connection with the FB Financial merger, (6) the
possibility that the costs, fees, expenses, and charges related to the FB
Financial 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 FB Financial merger to be satisfied, (8) the risks related to
the integration of the combined businesses (as well as FB Financial's pending
acquisition of
Item 9.01. Financial Statements and Exhibits. (d)Exhibits.
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Exhibit Number Description 99.1 Press Release of Franklin Financial Network, Inc ., dated January 21, 2020 99.2 Joint Press Release of Franklin Financial Network, Inc. and FB Financial Corporation, dated January 21, 2020 99.3 Investor Presentation (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K of FB Financial Corporation, filed January 21, 2020)
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