0000898822-20-000005.txt : 20200121 0000898822-20-000005.hdr.sgml : 20200121 20200121171516 ACCESSION NUMBER: 0000898822-20-000005 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200121 DATE AS OF CHANGE: 20200121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Franklin Financial Network Inc. CENTRAL INDEX KEY: 0001407067 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 208839445 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36895 FILM NUMBER: 20537007 BUSINESS ADDRESS: STREET 1: 722 COLUMBIA AVENUE CITY: Franklin STATE: TN ZIP: 37064 BUSINESS PHONE: 615-236-2265 MAIL ADDRESS: STREET 1: 722 COLUMBIA AVENUE CITY: Franklin STATE: TN ZIP: 37064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FB Financial Corp CENTRAL INDEX KEY: 0001649749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621216058 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 615-313-0080 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 FORMER COMPANY: FORMER CONFORMED NAME: First South Bancorp, Inc. DATE OF NAME CHANGE: 20150731 425 1 fbk425a.htm
Filed by FB Financial Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Franklin Financial Network, Inc.
Commission File No.: 001-36895
Date: January 21, 2020

Customer Communication

SAME FACES. NEW REASONS TO SMILE.

Check out the good points of merging two banks that make you the point. FirstBank and Franklin Synergy Bank. One Team. One Bank. Countless Advantages.



ONE TEAM. ONE BANK. GREAT NUMBERS.

You can see how focusing on the customer raises our numbers, (remove comma) and makes joining forces just add up.

81 Branches

$10 Billion In Assets



LIKE OUR COMMUNITIES, WE’RE STRONGER TOGETHER.

SHARED VALUES
Franklin Synergy Bank and FirstBank share the same values. We’ll be bigger, but still big on doing what’s right. Respecting others, reaching for excellence and putting our customers first.

SHARED COMMUNITIES
We bring great products and more credit strength, with the same focus on local lending and service and the same friendly people helping you build a better future.

SHARING A GREAT WAY OF LIFE
Like life in our communities, we bring a sense of fun, warmth and caring to banking.


HEADQUARTERED IN THE HEART OF TENNESSEE.

Headquartered in Nashville, FirstBank will add an additional Operations Center in Franklin, Tennessee where Franklin Synergy Bank is headquartered. Our communities can feel confident moving forward with local banking that goes way back to the places they call home.


OUR MERGER PUTS YOUR FUTURE ON THE MAP

Headquartered in Nashville, we’re expanding our footprint while giving you great products with the same personal attention. As we become Middle Tennessee’s leading community-style bank, this merger will leave a mark by helping you make yours.

#1
in pro forma deposit market share in Williamson County and #2 in Rutherford County

#6
in pro forma deposit market share in Nashville MSA

54%
of pro forma deposit franchise in Nashville MSA


A MESSAGE FROM THE CEOS

The combined bank will be led by an executive leadership team composed of members from both FirstBank and Franklin Synergy Bank. In addition, FirstBank will gain three new board members from Franklin Synergy after the merger is complete and we will become one team, one bank with one focus. The customer.


Chris Holmes
FirstBank CEO

“Since 1906 in Scotts Hill, Tennessee, we’ve brought our customers and communities closer to their dreams with a truly local brand of banking. Franklin Synergy Bank’s emphasis on the same values complements FirstBank’s focus on local decision making and personal relationships. As we continue to grow with this great Nashville-based merger, we never forget where we came from. Merging with Franklin Synergy is part of our commitment to giving our customers more, from best in class technology to the customer service that got us where we are today.”


Myers Jones
Franklin Synergy Bank CEO

“We chose a partner who shares our core mission which includes creating a great place to work that helps foster the extraordinary customer service we’re known for. We’re better together with FirstBank as we are both people-focused organizations that invest back into the community. For our customers, this merger means our ability to meet your needs has never been stronger and our focus has never been more about you. We are excited to be building a phenomenal Tennessee-headquartered bank and look forward to years of growing together.”



WHY OUR NEW NAME IS GOOD NEWS.

FirstBank gives more because we get it. The importance of community, the value of relationships and the satisfaction of seeing families grow. Joining forces with Franklin Synergy, a local bank that shares not only our focus and values but our community, is great news to customers. Becoming one team and one bank, we’re not just a new name, we’re giving local banking a great one.


BANKING JUST GOT CLOSER TO YOUR GOALS.

We expect to be One Team, One Bank by the end of 2020, until then it is business as usual. Continue to use your checks, debit cards and branches like normal. Putting customers first is our main concern and this merger will be no different. Customers from both banks will be our highest priority and we will make this transition as seamless as possible.


LOCAL BANKING JUST GOT BETTER.


firstbankonline.com

franklinsynergybank.com


IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS
In connection with the proposed merger, 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.
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 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.
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 successfully 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 of their forward-looking statements by these cautionary statements.