FRANKLIN FINANCIAL NETWORK, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
Pursuant to the terms and conditions set forth in the Merger Agreement, on
At the effective time of the Merger (the "Effective Time"), each share of the
Company's common stock, no par value per share (the "Franklin Common Stock"),
issued and outstanding immediately prior to the Effective Time (except for
certain shares of Franklin Common Stock owned by the Company as treasury stock
or by FB Financial, as provided in the Merger Agreement) converted into the
right to receive (1) 0.9650 shares (the "Exchange Ratio") of common stock, par
value
Further, at the Effective Time:
(i) Each option to purchase shares of Franklin Common Stock (a "Franklin
Option") outstanding and unexercised immediately prior to the Effective
Time became entitled to receive the Merger Consideration in respect of
each Net Share (as defined below) of Franklin Common Stock outstanding
under the applicable Franklin Option. "Net Shares ," as defined in the
Merger Agreement, means the number of shares determined by dividing
(a) the product of (1) the excess, if any, of the Per Share Cash
Equivalent Consideration (as defined below) over the per share exercise
price of the applicable Franklin Option multiplied by (2) the number of
shares of Franklin Common Stock subject to the applicable Franklin Option
immediately prior to the Effective Time, by (b) the Per Share Cash
Equivalent Consideration. The "Per Share Cash Equivalent Consideration,"
as defined in the Merger Agreement, means the sum of (a) the product
(rounded to the nearest cent) obtained by multiplying (1) the Exchange
Ratio by (2) the average of the closing-sale prices of FB Financial
Common Stock on the New York Stock Exchange ("NYSE") as reported by The
Wall Street Journal for the five (5) full trading days ending on the
trading day preceding the date of closing of the Merger plus (b) the Per
Share Cash Consideration.
(ii) Each award of a share of Franklin Common Stock subject to vesting,
repurchase or other lapse restriction (a "Franklin Restricted Stock
Award") and each restricted stock unit award in respect of shares of
Franklin Common Stock (a "Franklin RSU Award") that was outstanding as of
December 31, 2019 , and remained outstanding as of immediately prior to
the Effective Time, vested and was converted automatically into the right
to receive the Merger Consideration in respect of each share underlying
the applicable Franklin Restricted Stock Award and Franklin RSU Award.
(iii) Each Franklin Restricted Stock Award and Franklin RSU Award that was
granted on or after December 31, 2019 and was outstanding as of
immediately prior to the Effective Time was converted automatically into
a restricted stock award or a restricted stock unit award, respectively,
in respect of a number of shares of FB Financial Common Stock (rounded
to the nearest whole share) equal to the product of (a) the total number
of shares of Franklin Common Stock subject to
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the applicable Franklin Restricted Stock Award or Franklin RSU Award
immediately prior to the Effective Time multiplied by (ii) the Stock
Award Exchange Ratio (as defined below), all on the same terms and
conditions (including vesting terms) as applied to the corresponding
equity award immediately prior to the Effective Time. The "Stock Award
Exchange Ratio" means the sum of (a) the Exchange Ratio and (b) the
quotient of (1) the Per Share Cash Consideration divided by (2) the
average of the closing-sale prices of FB Financial Common Stock on the
NYSE as reported by The Wall Street Journal for the five (5) full trading
days ending on the trading day preceding the date of closing of the
Merger.
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
As a result of the Merger, the Company no longer fulfills the listing
requirements of the NYSE. In connection with the closing of the Merger, the
Company notified the NYSE that the Merger had been completed and requested that
the NYSE (i) suspend trading of the Franklin Common Stock on the NYSE,
(ii) withdraw the Franklin Common Stock from listing on the NYSE prior to the
open of trading on
Additionally, the Company intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon the Effective Time, stockholders of the Company immediately prior to the Effective Time ceased to have any rights as stockholders of the Company, other than the right to receive the merger consideration as set forth in the Merger Agreement.
In connection with the Merger, the Company, FB Financial and
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Item 5.01. Change in Control of Registrant.
The information set forth above under Item 2.01 and below under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company occurred.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, the Company's directors and executive officers ceased serving as directors and executive officers of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description of Exhibit 4.1 Second Supplemental Indenture, by and amongFranklin Financial Network, Inc. , FB Financial Corporation andU.S. Bank, National Association 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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