FB Financial Corp: Acquisition of Southern States Bancshares
Business Context and Reporting Period
On July 1, 2025, FB Financial Corporation (FB Financial) completed the acquisition of Southern States Bancshares, Inc. (Southern States). The transaction involved a merger of Southern States into FB Financial and a subsequent merger of Southern States Bank into FirstBank, a wholly-owned subsidiary of FB Financial. This Form 8-K reports the completion of these mergers and related financial obligations.
Key Financial Metrics and Transaction Terms
- Merger Consideration: Each outstanding share of Southern States common stock was converted into the right to receive 0.800 shares of FB Financial common stock.
- Debt Assumption: FB Financial assumed subordinated notes with an aggregate principal amount of $92,700,000.
- Debt Composition:
- $48,000,000 in 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032.
- $40,000,000 in 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032.
- $4,700,000 in 3.50% Fixed-to-Floating Rate Subordinated Notes due 2031.
- Equity and Compensation Adjustments: Outstanding Southern States stock options were cancelled for cash payments based on the difference between the cash equivalent consideration and the exercise price. Restricted stock awards and RSUs were fully vested and converted into FB Financial merger consideration.
Material Changes and Governance
Following the merger, the FB Financial Board of Directors increased its size to 13 directors. J. Henry Smith was appointed to fill the newly created vacancy, effective as of the merger closing. The filing includes unaudited pro forma financial information reflecting the combined entity as of March 31, 2025, and for the year ended December 31, 2024, though specific revenue, profit, or cash flow figures for the combined entity are not detailed in the text of this report.
Outlook, Risks, and Contingencies
The assumed debt instruments contain fixed interest rates for the first five years, after which they reset quarterly to a benchmark rate (expected to be three-month term SOFR) plus a specified spread. FB Financial holds redemption rights for these notes on or after specific dates (ranging from late 2026 to late 2027) or upon certain specified events. The filing notes that the press release and related exhibits are not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Review the full text of the Merger Agreement (Exhibit 2.1) for detailed terms and conditions.
- Examine the unaudited pro forma condensed combined financial statements (Exhibit 99.4) to assess the combined entity's financial position.
- Verify the specific interest rate reset dates and spreads for the assumed subordinated notes.
- Confirm the total number of FB Financial shares issued to Southern States shareholders based on the 0.800 exchange ratio.
- Check the audited financial statements of Southern States (Exhibit 99.2) for historical performance data.