8-K: FB Financial to Expand into Alabama and Georgia Through Merger with Southern States Bancshares

FB Financial Corporation and Southern States Bancshares, Inc. have announced a definitive merger agreement where Southern States will merge into FB Financial, expanding FB Financial's presence in Alabama and Georgia.

Summary

• FB Financial Corporation (FB Financial) and Southern States Bancshares, Inc. (Southern States) have entered into a definitive merger agreement.
• Southern States will merge with and into FB Financial, expanding FB Financial's presence in Alabama and Georgia.
• Southern States has 15 branches across Alabama and Georgia, along with two loan production offices in the Atlanta MSA.
• As of December 31, 2024, Southern States reported total assets of $2.8 billion, loans of $2.2 billion, and deposits of $2.4 billion.
• Southern States shareholders will receive 0.800 shares of FB Financial common stock for each Southern States share.
• 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 merger is expected to close late in the third quarter or early in the fourth quarter of 2025.
• The merger is subject to regulatory approvals, approval by FB Financial's and Southern States' shareholders, and other customary closing conditions.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook on the merger, highlighting strategic benefits, financial attractiveness, and future success. The management comments are optimistic, and the overall tone suggests confidence in the transaction's value.

Positives

• The merger will expand FB Financial's presence in Alabama and Georgia.
• The combined company will be well-positioned to capitalize on talent and financial strength with an enhanced presence in exceptional markets.
• Key employees and producers from Southern States will be offered employment arrangements with the combined company.
• One Southern States Director will be appointed to FB Financial's Board of Directors.
• The transaction is intended to qualify as a tax-free reorganization.

Risks

• The merger is subject to regulatory approvals and shareholder approvals.
• The cost savings and revenue synergies from the proposed transaction may be less than expected.
• The integration of the combined businesses may be materially delayed or more costly or difficult than expected.
• There is a risk of potential litigation or regulatory action related to the transaction.
• General competitive, economic, political, and market conditions could impact the combined company.

Future Outlook

The merger is expected to close late in the third quarter or early in the fourth quarter of 2025, pending regulatory and shareholder approvals.

Management Comments

• Christopher T. Holmes (FB Financial): '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.'
• Mark A. Chambers (Southern States): '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.'

Industry Context

This announcement reflects a trend of consolidation within the banking industry, as institutions seek to expand their market presence and achieve greater economies of scale.

Comparison to Industry Standards

• The presentation indicates that the pro forma company is expected to have top quartile profitability amongst peers.
• The presentation indicates that the pro forma company is expected to have strong pro forma capital ratios with loan concentrations well below industry guidelines.

Management Changes

Stakeholder Impact

• Shareholders of Southern States will receive FB Financial common stock.
• Customers of Southern States will gain access to a broader range of products and services.
• Employees of Southern States will have opportunities within the combined company.
• Communities served by Southern States will benefit from the combined company's increased presence and resources.

Next Steps

• Obtain regulatory approvals.
• Obtain approval from FB Financial and Southern States shareholders.
• Close the merger, expected in late third quarter or early fourth quarter of 2025.
• Integrate Southern States into FB Financial's operations.

Key Dates

Keywords

merger, FB Financial, Southern States Bancshares, acquisition, banking, financial services, Alabama, Georgia