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Section 1: 8-K (FB FINANCIAL CORPORATION 8-K)

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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): June 24, 2019

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 ý

 
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. ý



888
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
common stock
FBK
New York Stock Exchange





Item 7.01 Regulation FD Disclosure

On June 24, 2019, FB Financial Corporation (the “Company”), the parent company of FirstBank, announced that FirstBank entered an agreement to sell its correspondent lending channel to Rushmore Loan Management Services LLC (“Rushmore”). Upon closing of the transaction, Rushmore will assume substantially all the assets and personnel related to the channel.

The Company had previously announced the execution of an agreement to sell FirstBank’s third party origination channel and a letter of intent to sell the bank’s correspondent channel. FirstBank completed the sale of its third party origination channel on June 7, 2019, and upon the closing of the sale of the correspondent channel to Rushmore, FirstBank’s mortgage restructuring will be substantially completed. The Company expects the transaction to close in the third quarter of 2019.

A press release regarding the announcement is attached as Exhibit 99.1.

The information in this current report, including the press release furnished as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit Number
 
Description
 
 
 
 
Press release issued June 24, 2019






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

Date:    June 24, 2019









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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


398465499_fbk-image1.jpg

FOR IMMEDIATE RELEASE
FB FINANCIAL CORPORATION UPDATE ON EXIT OF WHOLESALE MORTGAGE CHANNELS
FirstBank Signs Agreement to Sell Correspondent Channel

NASHVILLE, Tennessee - (June 24, 2019) - FB Financial Corporation’s (NYSE: FBK) wholly-owned subsidiary, FirstBank, announced today that it has signed an agreement to sell its Correspondent Lending channel to Rushmore Loan Management Services LLC (“Rushmore”). Upon closing of the transaction, Rushmore will assume substantially all of the assets and personnel related to the channel. The agreement is subject to customary closing conditions. FB Financial expects the transaction to close early in the third quarter of 2019.
FirstBank completed the sale of its Third Party Origination channel to Renasant Bank on June 7, 2019. Upon the closing of the sale of the Correspondent channel to Rushmore, the mortgage restructuring announced on April 1, 2019 will substantially be completed.
FB Financial’s President and CEO Chris Holmes stated, “We are pleased to have found new homes for each of our third-party origination channels in the second quarter. These sales allow us to focus more on our customer centered Retail and Consumer Direct channels.”
In addition to the $1.1 million restructuring expense reported for the first quarter of 2019, FB Financial expects to record additional restructuring charges of up to $1.5 million to cover transaction related expenses, severance and other items related to its mortgage operations.
Excluding the impact of the mortgage restructuring charges noted above, FB Financial expects an increase in the operating results from its total mortgage operations in the second quarter of 2019 as compared to the first quarter of 2019. During the quarter the mortgage operations have experienced both strong origination volumes and elevated prepayments in the mortgage servicing rights portfolio.
Stratmor Group served as financial advisor to FirstBank.

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 community bank, with 66 full-service bank branches across Tennessee, North Alabama and North Georgia, and mortgage offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $5.7 billion in total assets.

MEDIA CONTACT:
 
FINANCIAL CONTACT:
 
 
 
Jeanie M. Rittenberry
 
James R. Gordon
615-313-8328    
 
615-564-1212
jrittenberry@firstbankonline.com
 
jgordon@firstbankonline.com
www.firstbankonline.com
 
investorrelations@firstbankonline.com







FORWARD-LOOKING STATEMENTS
 
Certain of the statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” and “estimate,” and similar expressions, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the company’s ability to successfully complete the disposition of either of the third party origination or correspondent channels.
All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others, (1) our ability to consummate the sale of the correspondent channel, (2) our ability to compete the transaction in the time expected, (3) any anticipated benefits to be derived from either the sale of the correspondent channel or the third party origination channel, (4) the possibility that the amount of the restructuring charges related to the proposed transactions may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (5) disruption from the transactions with customer, vendor, or employee relationships, and (6) the occurrence of any event, change, or other circumstances that could give rise to the termination of the agreement to sell the correspondent channel. Additional factors which could affect the forward-looking statements can be found in FB Financial’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. FB Financial disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.



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