8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 14, 2018

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	001-37875	62-1216058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
211 Commerce Street, Suite 300 Nashville, Tennessee		37201
(Address of principal executive offices)		(Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).   Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 7.01. Regulation FD Disclosure.

On November 14, 2018, FB Financial Corporation issued a press release announcing that its wholly owned banking subsidiary, FirstBank, a Tennessee banking corporation (collectively, “FB Financial”), has entered into a Purchase and Assumption Agreement, dated November 14, 2018 (the “Purchase Agreement”),  to purchase eleven Tennessee and three Georgia branch locations from Atlantic Capital Bank, N.A., a national banking association and a wholly owned subsidiary of Atlantic Capital Bancshares, Inc., a Georgia corporation (collectively, “Atlantic Capital”).

As consideration for the acquisition, FB Financial anticipates that it will (i) assume approximately $602 million in deposits, (ii) purchase approximately $381 million in loans at 99.32% of book value, and (iii) pay a deposit premium of  6.25% based on the lower of the actual deposit balance at close or on the average closing deposit balance for the 30 days prior to close. The branches acquired by FB Financial will operate as Atlantic Capital branches until closing and will be re-branded as FB Financial branches promptly after closing of the acquisition.

The Purchase Agreement contains customary representations, warranties and covenants of the parties. Included among the covenants contained in the Purchase Agreement is Atlantic Capital’s agreement to conduct its business in the ordinary course and consistent with prudent banking practice or as required or permitted under the Purchase Agreement and to comply with certain other operating covenants through the consummation of the closing of the acquisition.

Consummation of the acquisition is conditioned upon, among other things, (i) receipt of all required regulatory approvals from, among others, various banking regulators, (ii) the accuracy of the representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Purchase Agreement, subject to customary materiality qualifiers, and (iii) the absence of any law, order, injunction, decree, judgment or ruling prohibiting the acquisition. The Purchase Agreement also contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the Purchase Agreement if the closing has not occurred on or before June 30, 2019.

In connection with the acquisition, FB Financial will be holding an investor conference call on Thursday, November 15, 2018, at 8:00 a.m. CT (the “Investor Call”).  Copies of the press release and presentation for use in connection with the Investor Call are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K (this “Report”).

Item 9.01. Financial Statements and Exhibits.

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press Release
99.2	Presentation by FB Financial Corporation

Cautionary Note Regarding Forward-Looking Statements

This Report contains “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,  that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements in some cases through FB Financial’s use of words such as “believes,” “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 proposed acquisition, including the timing, anticipated benefits and financial impact thereof, and the outlook for FB Financial’s future business and financial performance.

These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the proposed acquisition by FB Financial of the acquired Atlantic Capital branches, including, the anticipated timing of the closing of the proposed acquisition, acceptance by the customers of the acquired Atlantic Capital branches FB Financial’s products and services, the opportunities to enhance market share in certain markets, market acceptance of FB Financial generally in new markets, expectations regarding future investment in the acquired Atlantic Capital branches’ markets and the integration of the acquired Atlantic Capital branches’ operations. Forward-looking statements are based on the information known to, and current beliefs and expectations of, FB Fiancial’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this Report including, without limitation, the parties’ ability to consummate the acquisition or satisfy the conditions to the completion of the acquisition; the receipt of regulatory approvals required for the acquisition on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the acquisition; the possibility that any of the anticipated benefits of the proposed acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the acquired Atlantic Capital branches’ operations with those of FB Financial will be materially delayed or will be more costly or difficult than expected; the failure of the proposed acquisition to close for any other reason; the effect of the announcement of the proposed acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); the possibility that the proposed 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 risk factors set forth in FB Financial’s December 31, 2017 Form 10-K, filed with the Securities and Exchange Commission on March 16, 2018, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors”. Many of these factors are difficult to foresee and are beyond FB Financial’s ability to control or predict. FB Financial believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. FB Financial does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

FB FINANCIAL CORPORATION

By: /s/ James R. Gordon

James R. Gordon 

Chief Financial Officer and Secretary

Date:November 14, 2018

EX-99.1

Exhibit 99.1

FB Financial Corporation Announces Branch Acquisition

Acquires 14 Branches from Atlantic Capital Bancshares, Inc.

Proposed Acquisition to Add $602 Million in Deposits and $381 million in loans

NASHVILLE, Tenn.--(BUSINESS WIRE)--November 14, 2018--FB Financial Corporation (NYSE: FBK) announced today that FirstBank, its wholly-owned banking subsidiary, has entered into a Purchase and Assumption Agreement to purchase 11 Tennessee and 3 Georgia branch locations from Atlantic Capital Bank, N.A., a wholly-owned subsidiary of Atlantic Capital Bancshares, Inc. (Nasdaq: ACBI).

The acquisition builds density in the attractive Knoxville and Chattanooga markets while expanding into the nearby Dalton, GA market and provides additional customer deposits for future growth. At closing, FB Financial expects to operate 70 branches and pro forma will rank 5^th in Chattanooga, 7^th in Knoxville and 6^th in Tennessee in deposit market share, based on FDIC data as of June 30, 2018.

FirstBank anticipates assuming approximately $602 million in deposits and purchasing approximately $381 million in loans from this acquisition, representing substantially all of ACBI’s banking and mortgage operations in Tennessee and North Georgia. FB Financial will pay a deposit premium of 6.25% based on the lower of the actual deposit balance at close or on the average closing deposit balance for the 30 days prior to close. The branches to be acquired by FirstBank will operate as Atlantic Capital branches until closing and will be re-branded as FirstBank branches immediately upon closing of the transaction. Pending regulatory approval, the closing is expected to occur early in the second quarter of 2019.

“We are pleased to announce this addition to the Company, deepening our position as Tennessee’s premier community bank,” remarked Christopher T. Holmes, President and Chief Executive Officer of FB Financial. “Opportunities to add valuable customer relationships on this scale are scarce, and we are excited about the future prospects of this transaction. We welcome Atlantic Capital’s customers and employees to the FirstBank family and look forward to serving you.”

Keefe, Bruyette & Woods, Inc. served as financial advisor, and Waller Lansden Dortch & Davis, LLP served as legal advisor to FB Financial Corporation. Sandler O’Neill + Partners, L.P. and Banks Street Partners, LLC served as financial advisors, and Womble Bond Dickinson (US) LLP served as legal advisor to Atlantic Capital Bancshares, Inc.

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 56 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 approximately $5.1 billion in assets.

ABOUT ATLANTIC CAPITAL BANCSHARES, INC.

Atlantic Capital Bancshares, Inc. is a $2.88 billion publicly traded bank holding company headquartered in Atlanta, Georgia. Atlantic Capital offers banking, treasury management, capital markets and mortgage services to privately held companies and individuals in Atlanta, eastern Tennessee, and northwest Georgia. Atlantic Capital also provides specialized financial services to select clients nationally.

WEBCAST AND CONFERENCE CALL INFORMATION

The live broadcast of FB Financial Corporation’s conference call will begin at 8:00 a.m. CST on Thursday, November 15, 2018, and the conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1631/28372. An online replay will be available approximately an hour following the conclusion of the live broadcast. Additionally, the Company has posted a Presentation regarding the acquisition’s details on its website, which can be found at https://investors.firstbankonline.com/.

FORWARD-LOOKING STATEMENTS

This news release contains “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, that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements in some cases through FB Financial’s use of words such as “believes,” “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 proposed acquisition, including the timing, anticipated benefits and financial impact thereof, and the outlook for FB Financial’s future business and financial performance.

These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the proposed acquisition by the Bank of the acquired Atlantic Capital branches, including, the anticipated timing of the closing of the proposed acquisition , acceptance by the customers of the acquired Atlantic Capital branches FB Financial’s products and services, the opportunities to enhance market share in certain markets, market acceptance of FB Financial generally in new markets, expectations regarding future investment in the acquired Atlantic Capital branches’ markets and the integration of the acquired Atlantic Capital branches’ operations. Forward-looking statements are based on the information known to, and current beliefs and expectations of, FB Financial’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this new release including, without limitation, the parties’ ability to consummate the acquisition or satisfy the conditions to the completion of the acquisition; the receipt of regulatory approvals required for the acquisition on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the acquisition; the possibility that any of the anticipated benefits of the proposed acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the acquired Atlantic Capital branches’ operations with those of FB Financial will be materially delayed or will be more costly or difficult than expected; the failure of the proposed acquisition to close for any other reason; the effect of the announcement of the proposed acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); the possibility that the proposed 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 risk factors set forth in FB Financial’s December 31, 2017 Form 10-K, filed with the Securities and Exchange Commission on March 16, 2018, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors”. Many of these factors are difficult to foresee and are beyond FB Financial’s ability to control or predict. FB Financial believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. FB Financial does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

CONTACT:
MEDIA CONTACT:
Jeanie M. Rittenberry
615-313-8328
jrittenberry@firstbankonline.com
www.firstbankonline.com

FINANCIAL CONTACT:
James R. Gordon
615-564-1212
jgordon@firstbankonline.com
investorrelations@firstbankonline.com

EX-99.2

Exhibit 99.2

 Acquisition of ACBI's Tennessee & North Georgia Branches  November 14, 2018 

 This presentation contains “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, that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements in some cases through FB Financial’s use of words such as “believes,” “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 proposed acquisition, including the timing, anticipated benefits and financial impact thereof, and the outlook for FB Financial’s future business and financial performance.These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the proposed acquisition by FB Financial of the acquired Atlantic Capital branches, including, the anticipated timing of the closing of the proposed acquisition , acceptance by the customers of the acquired Atlantic Capital branches FB Financial’s products and services, the opportunities to enhance market share in certain markets, market acceptance of FB Financial generally in new markets, expectations regarding future investment in the acquired Atlantic Capital branches’ markets and the integration of the acquired Atlantic Capital branches’ operations. Forward-looking statements are based on the information known to, and current beliefs and expectations of, FB Fiancial’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. 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 acquisition or satisfy the conditions to the completion of the acquisition; the receipt of regulatory approvals required for the acquisition on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the acquisition; the possibility that any of the anticipated benefits of the proposed acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the acquired Atlantic Capital branches’ operations with those of FB Financial will be materially delayed or will be more costly or difficult than expected; the failure of the proposed acquisition to close for any other reason; the effect of the announcement of the proposed acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); the possibility that the proposed 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 risk factors set forth in FB Financial’s December 31, 2017 Form 10-K, filed with the Securities and Exchange Commission on March 16, 2018, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors”. Many of these factors are difficult to foresee and are beyond FB Financial’s ability to control or predict. FB Financial believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. FB Financial does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.  Forward - Looking Statements 

   Select ACBI Branches Deposits by MSA  Acquisition Overview  Acquisition Highlights  Acquired 14 branches from ACBITennessee: 11Georgia: 3Deposits: ~$602 million Loans: ~$381 millionAccounts: 28,842Average branch size: ~$43 millionEmployees: ~120  Source: Company documents as of September 30, 2018, S&P Global IntelligenceDeposit data as of June 30, 2018; accounts data includes both loan and deposit accountsDollars in millions    FBK (56)  ACBI (14)      Pro Forma Footprint       

 Transaction Summary  Transaction Summary  Financial Impact  Immediate, mid-to-high single-digit EPS accretionManageable TBV dilution and an earnback of less than 4 years20+% IRRCompany remains well-capitalized, without raising new capital  Strategic Rationale  Further positions FB Financial as Tennessee’s premier community banking franchiseCreates additional operating leverage in Knoxville and ChattanoogaCreates density, moving our deposit market share to #7 in Knoxville and #5 in ChattanoogaProvides liquidity to support future growth while controlling funding costs  FB Financial is acquiring 14 branches located in TN and Northwest, GA from Atlantic CapitalApproximately $602 million in deposits; 92% core depositsApproximately $381 million in loans, acquired at 68 basis point discountApproximately $8 million in premises and equipmentDeposit premium of 6.25%; implied premium of $37.6 million based on balances as of September 30, 2018Transaction is subject to regulatory approval; closing is expected early Q2 ‘19  Source: Company documents as of September 30, 2018 

 Tennessee’s Premier Community Bank  Top 15 Banks in Tennessee¹  Source: S&P Global IntelligenceNote: Deposit data as of June 30, 2018, pro forma for announced transactions; asset data as of September 30, 2018, pro forma for announced transactions1Sorted by total assets; deposits are limited to Tennessee; banks limited to those headquartered in Tennessee 2Community bank defined as having fewer than $25 billion in assets3Demographics data deposit weighted by county  3rd largest bank headquartered in Tennessee2nd largest community bank in Tennessee2Builds greater density in core Tennessee marketsImproves pro forma community banking deposit market share2 in core Tennessee markets:Knoxville, TN MSA: 3rdChattanooga, TN-GA MSA: 2ndMorristown, TN MSA: 5thDalton, GA MSA: 3rd  Franchise Overview  Relative Market Statistics  HHI Growth’19 – ’24 (%)  Pop. Growth’19 – ’24 (%)  FBK3  Branches3  Pro Forma3  9.2%  8.7%  9.2%  4.0%  4.1%  4.0%  Proj. 2024Median HHI ($)  $61,247  $57,010  $60,700  US  8.8%  3.6%  $68,744 

   Chattanooga / Dalton MSAs  Pro Forma Footprint  269123Blue dots  193210228Metro markets  130131135Highway  167169172State county outlines  8715487Green dots  148194148Community markets  Source files are619754_FirstBank Bancorp.ai and mapinfo  FBK Deposits by Market Standalone  Deposits by Market Pro Forma  Community  Source: S&P Global IntelligenceDeposit data as of June 30, 2018Dollars in millions1Community banks defined as banks with less than $25 billion in assets.    Knoxville / Morristown MSAs            FBK  ACBI         FBK  ACBI      

 Enhanced Presence in Attractive Markets    Source: S&P Global IntelligenceDeposit data as of June 30, 2018; pro forma for announced transactions  Chattanooga, TN-GA MSA  Knoxville, TN MSA  Dalton, GA MSA  Morristown, TN MSA 

     Pro Forma Loan and Deposit Compositions  Pro Forma Loan Portfolio                1-4 Family  1-4 Family HELOC  Multifamily  C&D  CRE  C&I (Includes Owner-Occ CRE)  Consumer & Other  Source: Company documentsFBK data as of and for the three months ended September 30, 2018; ACBI data as of September 30, 2018.          Noninterest-bearing  Interest-bearing checking  Money market and savings  Customer time deposits  Cost of Deposits: 0.80%  Pro Forma Deposit Portfolio  Yield on Loans: 6.08%  Cost of Deposits: 0.83%  Yield on Loans: 4.58%  FBK  Select ACBI Branches  Pro Forma  Select ACBI Branches  Pro Forma    Brokered and internet time deposits  FBK 

 Assumptions and Estimated Pro Forma Financial Metrics  Expected Annual Expense of ~$10 million (excludes CDI amortization)  $4.0 million after-tax deal charges$1.0 million PP&E write-up$0.6 million time deposit rate mark  2.5% of non-time deposits, or ~$11 millionAmortized 8 Years SYD  Credit: Net mark of $3.0 million ($5.6 million gross mark less 68 basis point discount on loans)Rate: $4.3 million  Key Transaction Assumptions  Financial Impact  6  < 4 years  < (9%)  ~ 24%  ~4% / ~7%  ~ 200 bps increase  ~ 190 bps decrease  Early Q2 ’19  Loan Mark  Deal Charges / Other Marks  Core Deposit Intangible  Noninterest Expense  Expected Branch Closures  Expected Closing  2019E / 2020EEPS Accretion  TBV Dilution (%)  IRR  TBV Earnback Period  2020 ROATCE  TCE / TA       

 Comprehensive Credit Due Diligence  Comprehensive credit review of ACBI’s loan portfolioContracted 3rd party loan review team based in Nashville having significant experience in East TN markets to undertake credit diligenceFindings and specific credits reviewed by FBK senior credit officersReviewed ~$227 million of $394 million loan portfolio, or 58%Reviewed 62% of C&D loans, 72% of Owner-Occupied CRE loans, 88% of non Owner-Occupied CRE loans and 71% of C&I loansAverage credit score from most recent FICO pull of 735 on consumer / mortgage portfolioAverage loan size for those loans not reviewed ~$70,000Acquiring no OREO in transaction 

   Over 110 years of History in Tennessee  2003: Acquired The Bank of Murfreesboro in Nashville MSA  2007: Acquired branches from AmSouth Bank in Tennessee community markets  1984  1988  1996  1999  2001  2003  2004  2006  2012  2013  2015  Year:      2001: Opened branches in Nashville and Memphis  2004: Opened branch in Knoxville    Acquisitions    Organic growth  Other    1999: Acquired First State Bank of Linden  1906    2010  2007  2008  2008: Opened two branches in Chattanooga  1990    1996: Purchased Bank of West Tennessee (Lexington) and Nations Bank branch (Camden)      2001: Acquired Bank of Huntingdon  2014  2014: Opened branch in Huntsville, Alabama  1990: Jim Ayers acquired sole control of the Bank  2016    $0.3  $0.5  $0.8  $1.1  $1.1  $1.5  $2.2  $2.4  $2.9  $3.3  $1.9  $2.1  $2.1  $5.81   2016:Completed core operating platform conversion  1988: Purchased assets of First National Bank of Lexington; Changed franchise name to FirstBank  1984: Jim Ayers and associate acquired the Bank    2015: Acquired Northwest Georgia Bank in Chattanooga MSA     Total assets ($bn)  2017    2017:Acquired Clayton Bank and Trust (Knoxville, TN) and American City Bank (Tullahoma, TN)      2018  $4.7  2018:Completed secondary offering of 3.7mm shares                2016:Rebranded to FB Financial and Completed IPO  2015: Awarded “Top Workplaces" by The Tennessean  2018:Acquired 14 branches of Atlantic Capital in Tennessee and North Georgia  Pro forma for acquisition of select Atlantic Capital branches 

 Summary  Strengthens FirstBank as Tennessee’s premier community bankEnhances density in Knoxville, Chattanooga and North GeorgiaProvides attractive funding base to support future growthDeploys and leverages excess capitalFinancially accretive to current shareholdersLow risk transaction 

    Appendix 

 Branch Overlap Detail  Source: S&P Global Intelligence  Chattanooga, TN-GA MSA & Dalton, GA MSA  Knoxville, TN MSA & Morristown, TN MSA      ACBI (3)      ACBI (2)        FBK (6)  ACBI (6)        FBK (4)  ACBI (3)    1.2 miles    2.1 miles    4.2 miles    2.8 miles    1.4 miles    4.6 miles    1.2 miles    1.0 miles    2.1 miles    1.4 miles        FBK (6)  ACBI (9)    1.0 miles    1.2 miles    4.6 miles        FBK (4)  ACBI (5)    1.2 miles    2.8 miles    4.2 miles    0.2 miles