DEFM14A: FB Financial to Acquire Southern States Bancshares in All-Stock Merger

FB Financial Corporation will acquire Southern States Bancshares, Inc., in an all-stock transaction, aiming to expand its presence in the Southeast.

Summary

• FB Financial Corporation and Southern States Bancshares, Inc. have agreed to a merger where FB Financial will acquire Southern States.
• Southern States shareholders will receive 0.80 shares of FB Financial common stock for each share of Southern States common stock they own.
• The deal, announced on March 31, 2025, is subject to shareholder and regulatory approvals, with an expected closing in the third quarter of 2025.
• Special meetings for both FB Financial and Southern States shareholders are scheduled for June 26, 2025, to vote on the merger and related proposals.
• Based on FB Financial's closing price on May 16, 2025, the exchange ratio represents approximately $36.62 in value for each share of Southern States common stock.
• Upon completion of the merger, FB Financial shareholders will own approximately 85% and Southern States stockholders will own approximately 15% of the combined company.

Sentiment

Score: 7

Explanation: The document is a formal announcement of a merger, presenting both positive aspects (synergies, market expansion) and potential risks (regulatory hurdles, integration challenges). The sentiment is neutral to slightly positive, reflecting a calculated business decision.

Positives

• The merger allows FB Financial to expand its footprint in the Southeast.
• Southern States stockholders will gain access to the larger and more liquid FB Financial common stock.
• The combined company is expected to benefit from synergies and economies of scale.
• The merger is structured as a tax-free reorganization, minimizing immediate tax implications for Southern States shareholders.

Negatives

• The value of the merger consideration is subject to fluctuation based on FB Financial's stock price.
• Southern States stockholders will have a reduced ownership percentage in the combined company.
• Integration of the two companies could present challenges and potential disruptions.

Risks

• The merger is subject to regulatory approvals, which may impose conditions or delay the closing.
• Failure to obtain shareholder approvals could prevent the merger from being completed.
• Integration of the two companies may be more difficult or costly than anticipated.
• The combined company may face business uncertainties and contractual restrictions while the merger is pending.
• There is a risk of potential litigation or regulatory action related to the merger.

Future Outlook

The merger is expected to close in the third quarter of 2025, subject to regulatory and shareholder approvals. The combined company aims to leverage synergies and expand its market presence.

Management Comments

• Christopher T. Holmes, President and Chief Executive Officer, FB Financial Corporation: 'We are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of Southern States by FB Financial.'
• Mark A. Chambers, Chief Executive Officer and President, Southern States Bancshares, Inc.: 'We are requesting that you take certain actions as a shareholder of FB Financial or a shareholder of Southern States.'

Industry Context

The announcement reflects ongoing consolidation trends in the banking industry, where institutions seek to achieve greater scale, efficiency, and market reach through mergers and acquisitions.

Comparison to Industry Standards

• The document references Performance Trust Capital Partners, LLC and Keefe, Bruyette & Woods, Inc. as financial advisors, indicating the use of industry-standard expertise in evaluating the merger.
• The document references comparable company analysis and precedent transactions, indicating the use of industry-standard valuation techniques.
• The document references the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, indicating the consideration of regulatory impacts on the combined company.

Stakeholder Impact

• Shareholders of Southern States will receive FB Financial stock, potentially altering their investment portfolio.
• Employees of both companies may experience changes in roles and responsibilities due to the integration.
• Customers of both banks will eventually be served by a single, larger institution.
• The merger could impact suppliers and vendors of both companies as the combined entity streamlines its operations.

Next Steps

• FB Financial and Southern States will hold special meetings on June 26, 2025, for shareholders to vote on the merger agreement and related proposals.
• The companies will seek regulatory approvals from the Federal Reserve, FDIC, and state banking departments.
• Both companies will work towards integrating their operations and systems following the completion of the merger.

Key Dates

Keywords

merger, acquisition, FB Financial, Southern States Bancshares, stock, shareholders, regulatory approvals, bank merger, exchange ratio, financial services