FB Financial Corporation Announces Receipt of All Regulatory Approvals for Clayton Banks Acquisition and Meeting Date for Special Meeting

NASHVILLE, Tenn.-(美国商业资讯)- FB金融公司(“公司”)(纽约证券交易所代码:FBK), holding company of 世界赌博十大网站, announced today that all regulatory approvals have been received with respect to 世界赌博十大网站’s proposed acquisition of Clayton Bank and Trust and American City Bank collectively, the “Clayton Banks” from Clayton HC, Inc. “Clayton HC.”

Christopher T. Holmes, FB Financial’s President and CEO stated, “We are excited to have received all necessary regulatory approvals for our pending acquisition of the Clayton Banks which we expect to close at the end of the month. 两家银行的文化相互补充，甚至比我们预期的还要好. 克莱顿和第一银行的团队一直在努力确保两家公司的顺利整合.”

公司还宣布将于7月28日召开特别股东大会, 2017 to approve the issuance of the stock consideration to Clayton HC as partial consideration for the acquisition of the Clayton Banks.

此次收购预计将于7月31日左右完成, 2017, subject to approval by the Company’s shareholders and the satisfaction of other customary closing conditions contained in the Stock Purchase Agreement, as amended.

ABOUT THE CLAYTON BANKS

克莱顿银行总部位于田纳西州诺克斯维尔，拥有约8.85亿美元的资产. 该银行在诺克斯维尔的市场上有13家分行, Jackson, Oakland, Covington, Henderson, Lexington, Friendship and Cookeville, Tennessee.

American City Bank is headquartered in Tullahoma, 资产约3.14亿美元. 它在Tullahoma、曼彻斯特、林奇堡和田纳西州的Decherd有五家分支机构.

ABOUT FB FINANCIAL CORPORATION

FB金融公司(纽约证券交易所代码:FBK)是一家总部位于田纳西州纳什维尔的银行控股公司. FB Financial通过其全资拥有的银行子公司运营, 世界赌博十大网站, the third largest Tennessee-headquartered bank, 在田纳西州有45家提供全方位服务的银行分支机构, North Alabama and North Georgia, 以及在东南部设有办事处的全国性抵押贷款业务. 第一银行服务于田纳西州五个最大的大都市市场，大约有3美元.2 billion in total assets.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 除历史事实陈述外，所有陈述均为前瞻性陈述. 在某些情况下，您可以通过本公司使用的“相信”等词语来识别这些前瞻性陈述,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the Company’s future business and financial performance and/or the performance of the banking and mortgage industry and economy in general and the Clayton Banks acquisition, the timing, 预期收益及其财务影响, and the closing of the Clayton Banks acquisition.

These forward-looking statements include, without limitation, statements relating to the anticipated benefits, 财务影响和克莱顿银行收购的结束, including, 克莱顿银行收购的预期完成时间, any expected accretion to the Company’s earnings per share or tangible book value resulting from the Clayton Banks acquisition, 克莱顿银行的客户接受本公司的产品和服务, 在某些市场提高市场份额的机会, 公司在新兴市场的市场接受度普遍较高, expectations regarding future investment in the Clayton Banks’ markets and the integration of the Clayton Banks’ operations. 前瞻性陈述是基于已知的信息, and current beliefs and expectations of, 公司的管理，并受到重大风险和不确定性的影响. 实际结果可能与这些前瞻性陈述所设想的有重大差异. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation including, without limitation, the parties’ ability to consummate the Clayton Banks acquisition or satisfy the conditions to the completion of the Clayton Banks acquisitions, including the approval by the Company’s shareholders of the issuance of the stock consideration; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the Clayton Banks acquisition; the possibility that any of the anticipated benefits of the proposed Clayton Banks acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the Clayton Banks’ operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the failure of the Clayton Banks acquisition to close for any other reason; the effect of the announcement of the Clayton Banks acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); dilution caused by the Company’s issuance of additional shares of its common stock in connection with the Clayton Banks acquisition; the possibility that the Clayton Banks acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; general competitive, economic, political and market conditions and fluctuations; and the other risks and factors set forth in the Company’s December 31, 2016 Form 10-K, filed with the SEC on March 31, 2017, 标题为“前瞻性声明的警示性说明”和“风险因素”.“其中许多因素难以预见，超出了公司的控制或预测能力. The Company presently believes the forward-looking statements contained herein are reasonable; however, 不应过分依赖任何前瞻性陈述, 哪些是基于当前的期望，并且只在它们制作的日期发言. 本公司不承担因新信息而更新任何前瞻性陈述的义务, future developments or otherwise, except as otherwise may be required by law.

征集的其他信息和参与者

This news release is for informational purposes only and does not constitute a solicitation of any vote or approval with respect to the Clayton Banks acquisition. The issuance of the stock consideration in connection with the Clayton Banks acquisition will be submitted to the shareholders of the Company for their consideration. 该公司已于6月23日向美国证券交易委员会提交了一份初步代理声明, 2017年，并将按照适用法律的要求向其股东交付最终委托书. 公司还可以向SEC提交有关拟议交易的其他文件. This news release is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge at cj82z.elahomecollection.com (在该网站的“投资者关系”部分)其存档材料的副本, or furnishes to, the SEC.

The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed acquisition. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement for its 2017 annual meeting of shareholders. 该委托书可从上述来源免费获得. 十大正规网投信誉平台这些人的其他信息, under the rules of the SEC, 代理征集的参与者及其直接和间接利益的说明, by security holdings or otherwise, 将包含在委托书和其他相关材料中，当这些材料可用时，将提交给SEC.