FB Financial to buy two privately held banks in Tennessee

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FB Financial in Nashville, Tenn., has agreed to buy a pair of banks in Tennessee.

The $3.2 billion-asset FB Financial said in a press release Wednesday that it will pay $282.2 million in cash, stock and subordinated debt for Clayton Bank and Trust in Knoxville and American City Bank in Tullahoma, which are owned by Clayton HC Inc. and together have assets of $1.2 billion. The deal is expected to close in the third quarter.

Jim Clayton, the seller’s chairman and CEO, owns about 98% of the company. Clayton is expected to join FB Financial's board.

“This strategic transaction will significantly expand our footprint in key metropolitan markets and enhance our community markets in Tennessee,” Chris Holmes, FB Financial’s president and CEO, said in the release. “The Clayton Banks have a great team and are two of the most profitable banks in Tennessee.”

The deal is expected to be immediately accretive to FB Financial’s 2017 earnings per share, excluding $10 million in merger-related costs. FB Financial said it should take about a year and a half to earn back the deal’s 6% dilution to its tangible book value.

FB Financial said it expects to cut the banks' annual noninterest income by 20%. The company is also planning to spend $3 million on bank improvements and technology upgrades.

Stephens Inc. and Alston & Bird advised FB Financial. Olsen Palmer and Baker, Donelson, Bearman, Caldwell & Berkowitz advised Clayton HC.

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