Latest news with #ChristopherT.Holmes
Yahoo
2 days ago
- Business
- Yahoo
FB Financial and Southern States Receive Final Regulatory Approvals for Merger
NASHVILLE, Tenn. & ANNISTON, Ala., June 12, 2025--(BUSINESS WIRE)--FB Financial Corporation ("FB Financial") (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. ("Southern States") (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced today that they have received all regulatory approvals needed to complete the proposed merger of Southern States with and into FB Financial. "We're pleased to have received swift regulatory approval for the merger between FB Financial and Southern States," said Christopher T. Holmes, President and CEO of FB Financial. "Both institutions share a deep commitment to community banking, and we're excited about bringing our teams together to continue delivering long-term value for our customers, associates, shareholders, and communities." The companies anticipate the transaction to close on July 1, 2025, with systems conversion expected to follow during the third quarter of 2025. As of March 31, 2025, Southern States reported total assets of $2.9 billion, loans of $2.3 billion, and deposits of $2.4 billion, and FB Financial reported total assets of $13.1 billion, loans of $9.9 billion, and deposits of $11.2 billion. 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, with 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.1 billion in total assets as of March 31, 2025. ABOUT SOUTHERN STATES BANCSHARES, INC. Headquartered in Anniston, Alabama, Southern States Bancshares, Inc. (NASDAQ: SSBK) is a bank holding company that operates primarily through its wholly owned subsidiary, Southern States Bank. The Bank is a full-service community banking institution, which offers an array of deposit, loan and other banking-related products and services to businesses and individuals in its communities. The Bank operates 15 branches in Alabama and Georgia and two loan production offices in Atlanta. Cautionary Note Regarding Forward Looking Statements Certain statements by FB Financial contained in this press release that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding FB Financial's future plans, results, strategies, and expectations, including expectations around changing economic markets and statements regarding the proposed merger of Southern States with FB Financial (the "Proposed Merger") and expectations with regard to the benefits of the Proposed Merger. 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," and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial's control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial cautions 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) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which FB Financial operates and/or the US economy generally, (2) changes or the lack of changes in government interest rate policies and the associated impact on FB Financial's business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of FB Financial's loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) risks associated with the Proposed Merger, including (a) the risk that the cost savings and any revenue synergies from the Proposed Merger is less than or different from expectations, (b) disruption from the Proposed Merger with customer, supplier, or employee relationships, (c) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and between FB Financial and Southern States, (d) the failure to obtain the approval of FB Financial's and Southern States' shareholders in connection with the Proposed Merger, (e) the possibility that the costs, fees, expenses and charges related to the Proposed Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (f) the failure of the conditions to the Proposed Merger to be satisfied, (g) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (h) the diversion of management time on merger-related issues, (i) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Proposed Merger, (j) the risks associated with FB Financial's pursuit of future acquisitions, (k) the risk of expansion into new geographic or product markets, (l) reputational risk and the reaction of the parties' customers to the Proposed Merger, (m) FB Financial's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (n) the risk of potential litigation or regulatory action related to the Proposed Merger, and (o) general competitive, economic, political, and market conditions, (7) FB Financial's ability to identify potential candidates for, consummate, and achieve synergies from, other potential future acquisitions, (8) FB Financial's ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (9) FB Financial's ability to successfully execute its various business strategies, (10) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (11) the effectiveness of FB Financial's controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (12) FB Financial's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (13) the impact, extent and timing of technological changes, (14) concentrations of credit or deposit exposure, (15) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (16) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and/or (17) general competitive, economic, political, and market conditions. Further information regarding FB Financial 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, 2024, and in any of FB Financial's subsequent filings with the Securities and Exchange Commission ("SEC"). Many of these factors are beyond FB Financial'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 press release, and FB Financial undertakes no 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 to predict their occurrence or how they will affect FB Financial. FB Financial qualifies all forward-looking statements by these cautionary statements. Important Information About the Transactions and Where to Find It This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Proposed Merger, FB Financial filed a Registration Statement on Form S-4 with the SEC on May 8, 2025, as amended on May 19, 2025 (and which is available at to register the shares of FB Financial common stock to be issued in the Proposed Merger. The Registration Statement includes a joint proxy statement of FB Financial and Southern States that also constitutes a prospectus of FB Financial. The Registration Statement was declared effective by the SEC on May 21, 2025. Southern States filed a definitive joint proxy statement / prospectus on May 21, 2025 (and which is available at INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, AND THE JOINT PROXY STATEMENT/PROSPECTUS (WHICH IS AVAILABLE AT AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FB FINANCIAL, SOUTHERN STATES, THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by FB Financial or Southern States through the website maintained by the SEC at or from FB Financial at its website, or from Southern States at its website, Documents filed with the SEC by FB Financial will be available free of charge by accessing the "SEC Filings" tab of FB Financial's website at or alternatively by directing a request by mail to FB Financial's Corporate Secretary, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203, and documents filed with the SEC by Southern States will be available free of charge by accessing Southern States' website at under the "SEC Filings" tab or, alternatively, by directing a request by mail to Southern States' Corporate Secretary, 615 Quintard Ave., Anniston, Alabama, 36201. Participants in the Solicitation FB Financial, Southern States, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Southern States shareholders in connection with the Proposed Merger under the rules of the SEC. Information about the interests of the directors and executive officers of FB Financial and Southern States and other persons who may be deemed to be participants in the solicitation of shareholders of FB Financial and Southern States in connection with the Proposed Merger and a description of their direct and indirect interests, by security holdings or otherwise, is included in the joint proxy statement prospectus, available at Information about the directors and executive officers of FB Financial and their ownership of FB Financial's common stock may also be found in the definitive proxy statement for FB Financial's 2025 annual meeting of shareholders (available at filed with the SEC by FB Financial on March 28, 2025, and other documents subsequently filed by FB Financial with the SEC. To the extent holdings of FB Financial common stock by the directors and executive officers of FB Financial have changed from the amounts of FB Financial common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Southern States and their ownership of Southern States common stock may be found in Amendment No. 1 to Southern States' Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC by Southern States on April 18, 2025 (available at and other documents subsequently filed by Southern States with the SEC. To the extent holdings of Southern States common stock by the directors and executive officers of Southern States have changed from the amounts of Southern States common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described above. View source version on Contacts MEDIA CONTACT: Keith FINANCIAL CONTACT: Michael M. Mettee615-435-0952mmettee@ investorrelations@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Associated Press
30-04-2025
- Business
- Associated Press
FB Financial Corporation Declares Regular Quarterly Dividend
NASHVILLE, Tenn.--(BUSINESS WIRE)--Apr 30, 2025-- FB Financial Corporation (NYSE: FBK) announced today that its board of directors declared a quarterly cash dividend of $0.19 per share. The dividend is payable on May 27, 2025, to shareholders of record as of May 13, 2025. 'We are pleased to declare our 29 th consecutive quarterly dividend to our shareholders,' stated Christopher T. Holmes, President and Chief Executive Officer. 'This dividend reflects our continued commitment to returning capital to our shareholders and underscores our financial strength. We are proud to deliver solid returns and are dedicated to maintaining this momentum as we look to the future.' ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a financial holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank with 77 full-service bank branches across Tennessee, Kentucky, Alabama and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.14 billion in total assets. View source version on CONTACT: MEDIA CONTACT: Keith Hancock 404-310-2368 [email protected] CONTACT: Michael Mettee 615-564-1212 [email protected] [email protected] KEYWORD: UNITED STATES NORTH AMERICA TENNESSEE INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE SOURCE: FB Financial Corporation Copyright Business Wire 2025. PUB: 04/30/2025 01:00 PM/DISC: 04/30/2025 12:59 PM
Yahoo
31-03-2025
- Business
- Yahoo
FB Financial to Expand in Alabama and Georgia by Merger With Southern States
NASHVILLE, Tenn. & ANNISTON, Ala., March 31, 2025--(BUSINESS WIRE)--FB Financial Corporation ("FB Financial") (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. ("Southern States") (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced their entry into a definitive merger agreement pursuant to which Southern States will be merged with and into FB Financial. Southern States is headquartered in Anniston, Alabama, with 15 branches across Alabama and Georgia, along with two loan production offices in the Atlanta MSA. Southern States' core markets include a mix of community and metropolitan markets that match FB Financial's desired areas for growth, including Atlanta, Auburn-Opelika, Birmingham, Columbus, and Huntsville. Southern States reported total assets of $2.8 billion, loans of $2.2 billion and deposits of $2.4 billion as of December 31, 2024. FB Financial's President and CEO Christopher T. Holmes commented, "We are thrilled about our proposed combination with Southern States. Southern States is an established community bank with a leading presence in the markets they serve. We are well-aligned culturally and look forward to continuing Southern States' legacy of dedication and service to their customers." Southern States' President and CEO, Mark A. Chambers, commented, "Our team is excited about this partnership and the opportunity it presents. We believe this transaction benefits all of our shareholders and customers, and the combined company will be well positioned to capitalize on talent and financial strength with an enhanced presence in exceptional markets." As part of the transaction, both Mr. Chambers and Lynn J. Joyce, Chief Financial Officer, plan to fill meaningful roles in the combined company. Other key employees and producers are also vital parts of the merger and will be offered employment arrangements with the combined company. Following the close of the transaction, one Southern States Director agreed upon by both companies, will be appointed to FB Financial's Board of Directors. Pursuant to the terms of the merger agreement, Southern States' shareholders will receive 0.800 shares of FB Financial common stock for each share of Southern States stock. Based on FB Financial's closing stock price of $47.05 per share as of March 28, 2025, the implied transaction value is approximately $37.64 per Southern States share, or $381 million, in the aggregate. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Southern States stockholders for FB Financial common stock they will receive. The merger agreement has been unanimously approved by both companies' boards of directors. The merger is expected to close late in the third quarter or early in the fourth quarter of 2025 and is subject to regulatory approvals, approval by FB Financial's and Southern States' shareholders and other customary closing conditions. Keefe, Bruyette, & Woods, Inc. served as financial advisor to FB Financial Corporation, and Alston & Bird LLP served as legal advisor. Performance Trust Capital Partners, LLC served as financial advisor to Southern States Bancshares, Inc., and Jones Walker LLP served as legal advisor. In addition to the information contained within this press release, an Investor Presentation has been made available on FB Financial's website ( and Southern States' website ( and has been furnished as an exhibit to a Form 8-K filed by each company with the Securities and Exchange Commission. WEBCAST AND CONFERENCE CALL INFORMATION FB Financial Corporation will host a conference call to discuss the announced merger with Southern States Bancshares, Inc. at 8:00 a.m. CT on Monday, March 31, 2025, and the conference call will be broadcast live over the internet at An online replay will be available on the Company's website approximately two hours after the conclusion of the call and will remain available for 12 months. To listen to the call, participants should dial 1-877-883-0383 (confirmation code 2179682). A telephonic replay will be available approximately two hours after the call through April 7, 2025, by dialing 1-877-344-7529 and entering confirmation code 5783677. 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, with 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.2 billion in total assets as of December 31, 2024. ABOUT SOUTHERN STATES BANCSHARES, INC. Headquartered in Anniston, Alabama, Southern States Bancshares, Inc. (NASDAQ: SSBK) is a bank holding company that operates primarily through its wholly owned subsidiary, Southern States Bank. The Bank is a full-service community banking institution, which offers an array of deposit, loan and other banking-related products and services to businesses and individuals in its communities. The Bank operates 15 branches in Alabama and Georgia and two loan production offices in Atlanta. Cautionary Note Regarding Forward Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any statements about FB Financial Corporation ("FB Financial"), Southern States Bancshares, Inc. ("Southern States") or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are generally identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between FB Financial and Southern States (the "Transaction"), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. 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 Southern States' control. In addition to factors previously disclosed in FB Financial's and Southern States' reports filed with the U.S. Securities and Exchange Commission (the "SEC"), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the risk that the cost savings and any revenue synergies from the proposed Transaction is less than or different from expectations, (2) disruption from the proposed Transaction 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, (4) the failure to obtain necessary regulatory approvals for the Transaction, (5) the failure to obtain the approval of FB Financial and Southern States' shareholders in connection with the Transaction, (6) the possibility that the costs, fees, expenses, and charges related to the Transaction 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 Transaction to be satisfied, (8) the risks related to the integration of the combined businesses, 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 Transaction, (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 Transaction, (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 Transaction, and (16) general competitive, economic, political, and market conditions. These factors are not necessarily all of the factors that could cause FB Financial's, Southern States' or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm FB Financial's, Southern States', or the combined company's results. FB Financial and Southern States urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by FB Financial and / or Southern States. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by FB Financial or Southern States in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. FB Financial and Southern States undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. FB Financial and Southern States believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, FB Financial and Southern States caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, FB Financial and Southern States caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein. If FB Financial or Southern States update one or more forward-looking statements, no inference should be drawn that FB Financial or Southern States will make additional updates with respect to those or other forward-looking statements. Further information regarding FB Financial, Southern States 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, 2024 (which is available at and its other filings with the SEC, and in Southern States' Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (which is available at and its other filings with the SEC. Important Information About the Transactions and Where to Find It This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, FB Financial will file with the SEC a Registration Statement on Form S-4 to register the shares of FB Financial capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of FB Financial and Southern States that also constitutes a prospectus of FB Financial. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of FB Financial and Southern States seeking their approval of the Transaction and other related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FB FINANCIAL, SOUTHERN STATES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by FB Financial or Southern States through the website maintained by the SEC at or from FB Financial at its website, or from Southern States at its website, Documents filed with the SEC by FB Financial will be available free of charge by accessing the "SEC Filings" tab of FB Financial's website at or alternatively by directing a request by mail to FB Financial's Corporate Secretary, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203, and documents filed with the SEC by Southern States will be available free of charge by accessing Southern States' website at under the "SEC Filings" tab or, alternatively, by directing a request by mail to Southern States' Corporate Secretary, 615 Quintard Ave., Anniston, Alabama, 36201. Participants in the Solicitation FB Financial, Southern States, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Southern States shareholders in connection with the proposed merger under the rules of the SEC. Information about the interests of the directors and executive officers of FB Financial and Southern States and other persons who may be deemed to be participants in the solicitation of shareholders of FB Financial and Southern States in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of FB Financial and their ownership of FB Financial common stock may also be found in the preliminary proxy statement for FB Financial's 2025 annual meeting of shareholders (available at filed with the SEC by FB Financial on March 28, 2025, and other documents subsequently filed by FB Financial with the SEC. To the extent holdings of FB Financial common stock by the directors and executive officers of FB Financial have changed from the amounts of FB Financial common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Southern States and their ownership of Southern States common stock may be found in the definitive proxy statement for Southern States' 2024 annual meeting of shareholders (available at filed with the SEC by Southern States on March 22, 2024, and other documents subsequently filed by Southern States with the SEC. To the extent holdings of Southern States common stock by the directors and executive officers of Southern States have changed from the amounts of Southern States common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described above. View source version on Contacts MEDIA CONTACT: Keith FINANCIAL CONTACT: Michael M. Mettee615-564-1212mmettee@ investorrelations@ Southern States:MEDIA AND FINANCIAL CONTACT: Lynn J. Joyce205-820-8065ljoyce@ Sign in to access your portfolio
Associated Press
31-03-2025
- Business
- Associated Press
FB Financial to Expand in Alabama and Georgia by Merger With Southern States
NASHVILLE, Tenn. and ANNISTON, Ala., March 31, 2025 (GLOBE NEWSWIRE) -- FB Financial Corporation ('FB Financial') (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. ('Southern States') (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced their entry into a definitive merger agreement pursuant to which Southern States will be merged with and into FB Financial. Southern States is headquartered in Anniston, Alabama, with 15 branches across Alabama and Georgia, along with two loan production offices in the Atlanta MSA. Southern States' core markets include a mix of community and metropolitan markets that match FB Financial's desired areas for growth, including Atlanta, Auburn-Opelika, Birmingham, Columbus, and Huntsville. Southern States reported total assets of $2.8 billion, loans of $2.2 billion and deposits of $2.4 billion as of December 31, 2024. FB Financial's President and CEO Christopher T. Holmes commented, 'We are thrilled about our proposed combination with Southern States. Southern States is an established community bank with a leading presence in the markets they serve. We are well-aligned culturally and look forward to continuing Southern States' legacy of dedication and service to their customers.' Southern States' President and CEO, Mark A. Chambers, commented, 'Our team is excited about this partnership and the opportunity it presents. We believe this transaction benefits all of our shareholders and customers, and the combined company will be well positioned to capitalize on talent and financial strength with an enhanced presence in exceptional markets.' As part of the transaction, both Mr. Chambers and Lynn J. Joyce, Chief Financial Officer, plan to fill meaningful roles in the combined company. Other key employees and producers are also vital parts of the merger and will be offered employment arrangements with the combined company. Following the close of the transaction, one Southern States Director agreed upon by both companies, will be appointed to FB Financial's Board of Directors. Pursuant to the terms of the merger agreement, Southern States' shareholders will receive 0.800 shares of FB Financial common stock for each share of Southern States stock. Based on FB Financial's closing stock price of $47.05 per share as of March 28, 2025, the implied transaction value is approximately $37.64 per Southern States share, or $381 million, in the aggregate. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Southern States stockholders for FB Financial common stock they will receive. The merger agreement has been unanimously approved by both companies' boards of directors. The merger is expected to close late in the third quarter or early in the fourth quarter of 2025 and is subject to regulatory approvals, approval by FB Financial's and Southern States' shareholders and other customary closing conditions. Keefe, Bruyette, & Woods, Inc. served as financial advisor to FB Financial Corporation, and Alston & Bird LLP served as legal advisor. Performance Trust Capital Partners, LLC served as financial advisor to Southern States Bancshares, Inc., and Jones Walker LLP served as legal advisor. In addition to the information contained within this press release, an Investor Presentation has been made available on FB Financial's website ( and Southern States' website ( and has been furnished as an exhibit to a Form 8-K filed by each company with the Securities and Exchange Commission. WEBCAST AND CONFERENCE CALL INFORMATION FB Financial Corporation will host a conference call to discuss the announced merger with Southern States Bancshares, Inc. at 8:00 a.m. CT on Monday, March 31, 2025, and the conference call will be broadcast live over the internet at An online replay will be available on the Company's website approximately two hours after the conclusion of the call and will remain available for 12 months. To listen to the call, participants should dial 1-877-883-0383 (confirmation code 2179682). A telephonic replay will be available approximately two hours after the call through April 7, 2025, by dialing 1-877-344-7529 and entering confirmation code 5783677. 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, with 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.2 billion in total assets as of December 31, 2024. ABOUT SOUTHERN STATES BANCSHARES, INC. Headquartered in Anniston, Alabama, Southern States Bancshares, Inc. (NASDAQ: SSBK) is a bank holding company that operates primarily through its wholly owned subsidiary, Southern States Bank. The Bank is a full-service community banking institution, which offers an array of deposit, loan and other banking-related products and services to businesses and individuals in its communities. The Bank operates 15 branches in Alabama and Georgia and two loan production offices in Atlanta. Cautionary Note Regarding Forward Looking Statements This communication contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any statements about FB Financial Corporation ('FB Financial'), Southern States Bancshares, Inc. ('Southern States') or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are generally identified as those that include words or phrases such as 'believes,' 'expects,' 'anticipates,' 'plans,' 'trend,' 'objective,' 'continue,' or similar expressions or future or conditional verbs such as 'will,' 'would,' 'should,' 'could,' 'might,' 'may,' or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between FB Financial and Southern States (the 'Transaction'), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. 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 Southern States' control. In addition to factors previously disclosed in FB Financial's and Southern States' reports filed with the U.S. Securities and Exchange Commission (the 'SEC'), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the risk that the cost savings and any revenue synergies from the proposed Transaction is less than or different from expectations, (2) disruption from the proposed Transaction 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, (4) the failure to obtain necessary regulatory approvals for the Transaction, (5) the failure to obtain the approval of FB Financial and Southern States' shareholders in connection with the Transaction, (6) the possibility that the costs, fees, expenses, and charges related to the Transaction 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 Transaction to be satisfied, (8) the risks related to the integration of the combined businesses, 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 Transaction, (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 Transaction, (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 Transaction, and (16) general competitive, economic, political, and market conditions. These factors are not necessarily all of the factors that could cause FB Financial's, Southern States' or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm FB Financial's, Southern States', or the combined company's results. FB Financial and Southern States urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by FB Financial and / or Southern States. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by FB Financial or Southern States in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. FB Financial and Southern States undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. FB Financial and Southern States believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, FB Financial and Southern States caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, FB Financial and Southern States caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein. If FB Financial or Southern States update one or more forward-looking statements, no inference should be drawn that FB Financial or Southern States will make additional updates with respect to those or other forward-looking statements. Further information regarding FB Financial, Southern States 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, 2024 (which is available at 0001649749/000164974925000035/ and its other filings with the SEC, and in Southern States' Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (which is available at and its other filings with the SEC. Important Information About the Transactions and Where to Find It This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, FB Financial will file with the SEC a Registration Statement on Form S-4 to register the shares of FB Financial capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of FB Financial and Southern States that also constitutes a prospectus of FB Financial. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of FB Financial and Southern States seeking their approval of the Transaction and other related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FB FINANCIAL, SOUTHERN STATES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by FB Financial or Southern States through the website maintained by the SEC at or from FB Financial at its website, or from Southern States at its website, Documents filed with the SEC by FB Financial will be available free of charge by accessing the 'SEC Filings' tab of FB Financial's website at or alternatively by directing a request by mail to FB Financial's Corporate Secretary, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203, and documents filed with the SEC by Southern States will be available free of charge by accessing Southern States' website at under the 'SEC Filings' tab or, alternatively, by directing a request by mail to Southern States' Corporate Secretary, 615 Quintard Ave., Anniston, Alabama, 36201. Participants in the Solicitation FB Financial, Southern States, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Southern States shareholders in connection with the proposed merger under the rules of the SEC. Information about the interests of the directors and executive officers of FB Financial and Southern States and other persons who may be deemed to be participants in the solicitation of shareholders of FB Financial and Southern States in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of FB Financial and their ownership of FB Financial common stock may also be found in the preliminary proxy statement for FB Financial's 2025 annual meeting of shareholders (available at filed with the SEC by FB Financial on March 28, 2025, and other documents subsequently filed by FB Financial with the SEC. To the extent holdings of FB Financial common stock by the directors and executive officers of FB Financial have changed from the amounts of FB Financial common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Southern States and their ownership of Southern States common stock may be found in the definitive proxy statement for Southern States' 2024 annual meeting of shareholders (available at filed with the SEC by Southern States on March 22, 2024, and other documents subsequently filed by Southern States with the SEC. To the extent holdings of Southern States common stock by the directors and executive officers of Southern States have changed from the amounts of Southern States common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described above. Southern States: MEDIA CONTACT: FINANCIAL CONTACT: Lynn J. Joyce Lynn J. Joyce 205-820-8065 205-820-8065 [email protected] [email protected]
