FB Financial Corporation Announces Acquisition of FNB Financial Corp.

FB Financial Corporation (NYSE: FBK), parent company of FirstBank, announced today that it has entered into a definitive merger agreement to acquire FNB Financial Corp. and its wholly owned subsidiary, Farmers National Bank of Scottsville (collectively referred to as “Farmers National”), pursuant to which Farmers National will be merged with and into FirstBank.

Farmers National, founded in 1923 and headquartered in Scottsville, Kentucky, provides FirstBank an entry into the attractive Bowling Green MSA, where Farmers National is currently ranked 7th in deposit market share with approximately $204 million in deposits, based on FDIC data as of June 30, 2019.

FB Financial’s President and CEO Chris Holmes stated, “We are very excited to announce the proposed combination with Farmers National. Farmers National has been a pillar of the Scottsville community for almost 100 years, and that longevity is reflected in the quality of its associates, customers and reputation. We believe that Scottsville and Bowling Green are attractive markets to bank, and we look forward to supporting the Farmers National associates as they continue to build upon the strong foundation first laid in the Scottsville community in 1923.”

Following close of the transaction, Dan Harbison, President and CEO of Farmers National, will serve as Market President for FirstBank and will be responsible for managing the combined banks’ presence in South Central Kentucky.

Farmers National reported total assets of $253 million, loans of $178 million and deposits of $204 million as of June 30, 2019. Farmers National’s deposit base included 28% noninterest bearing deposits as of June 30, 2019, and had a cost of total deposits of 0.90% for the second quarter of 2019. For the first half of 2019, Farmers National has achieved a return on average assets of 1.18% with a net interest margin of 4.08%.

The consideration is valued at approximately $51.9 million based on 954,827 shares of FBK common stock and $15.0 million in cash consideration.

The acquisition is expected to close in the first quarter of 2020 and is subject to regulatory approvals, approval by FNB Financial Corp. shareholders and other customary closing conditions. The transaction is expected to be marginally accretive to FB Financial Corporation’s earnings per share, excluding transaction costs and expenses, and neutral to FB Financial Corporation’s tangible book value per share at the close of the transaction.