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Clayton banks’ acquisition by FirstBank gets regulatory approvals

JULY 06, 2017

Cortney Roark , USA TODAY NETWORK – Tennessee

Published 12:16 p.m. ET July 6, 2017 | Updated 1:31 p.m. ET July 6, 2017

FB Financial Corp., a holding company of Nashville-based FirstBank, has received all regulatory approvals for the acquisition of Clayton Bank and Trust and American City Bank from Clayton HC Inc.

Under the $284.2 million deal, FirstBank will acquire all of the issued and outstanding shares of Clayton Bank and American City Bank from Clayton HC, according to a news release on Thursday.

When the transaction closes, both banks will merge into FirstBank as the surviving entity. Clayton HC is the sole shareholder of the two banks.

Clayton HC is more than 98 percent owned by Clayton Homes founder Jim Clayton, who also is chairman and CEO of Clayton HC.

Closing the deal

“We are excited to have received all necessary regulatory approvals for our pending acquisition of the Clayton Banks which we expect to close at the end of the month,” Christopher T. Holmes, FB Financial’s president and CEO said in a news release. “The cultures of the banks have complemented each other even better than we expected. Both the Clayton and FirstBank teams have been working hard to ensure a smooth integration of the companies.”

The company also announced it will hold a special shareholder meeting July 28 to approve issuance of the stock consideration to Clayton HC as partial consideration for the acquisition of the Clayton Banks.

Adding $1.2B in assets

The acquisition, which would add $1.2 billion in assets for the combined banks, is expected to close on approximately July 31, subject to approval by the company’s shareholders and the satisfaction of other customary closing conditions in the Stock Purchase Agreement, the release said.

“We are thrilled to join the FirstBank team and believe this is an exceptional opportunity for our customers who will gain access to additional products, services and a broader branch network while being able to rely upon the same strong customer service that the Clayton Banks have provided for many years,” Clayton said in a news release.

FB Financial estimates earnings per share accretion in the low teens and approximately 6.0 percent tangible book value dilution at closing, which it expects will be earned back in about 1.5 years.

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