FB Financial Corp. To Acquire Clayton Bank and American City Bank, the Wholly-Owned Bank Subsidiaries of Clayton HC, Inc.

Proposed Acquisition to Add $1.2 Billion in Assets; Pro Forma Assets of $4.5 Billion for Combined Banks

Attractive EPS Accretion Expected in 2017 and 2018

NASHVILLE, Tenn.–(BUSINESS WIRE)– FB Financial Corporation (NYSE: FBK) announced today that it has entered into a stock purchase agreement for its wholly-owned subsidiary, FirstBank, to acquire Clayton Bank and Trust (“Clayton Bank”) and American City Bank (collectively “Clayton Banks”). The banks are being acquired from Clayton HC, Inc., the sole shareholder of the two banks in a transaction valued at approximately $284.2 million (based on FBK’s common stock closing price as of February 7, 2017). Clayton HC is over 98% owned by Jim Clayton, its Chairman and Chief Executive Officer.

Under terms of the agreement, the transaction is structured as a stock purchase whereby FirstBank will acquire all of the issued and outstanding shares of Clayton Bank and American City Bank from Clayton HC, and following closing both banks will merge into FirstBank as the surviving entity.

FB Financial’s President and CEO Chris Holmes stated, “We are very excited to announce the proposed acquisition of the Clayton Banks. This strategic transaction will significantly expand our footprint in key metropolitan markets and enhance our community markets in Tennessee. We expect the addition of the Clayton Banks to be immediately accretive to our earnings per share in 2017.

“The Clayton Banks have a great team and are two of the most profitable banks in Tennessee. They have a relationship-based customer service culture that blends well with our culture. We look forward to joining with Clayton Bank and American City Bank and their associates to expand our banking services throughout Tennessee,” concluded Holmes.

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