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FB Financial to buy Kentucky-based FNB Financial in $51.9M deal

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FB Financial to buy Kentucky-based FNB Financial in $51.9M deal

Nashville, Tenn.-based FB Financial Corp. agreed to acquire Scottsville, Ky.-based FNB Financial Corp. in a cash-and-stock deal valued at around $51.9 million.

FB Financial will issue 954,827 of its common shares and pay $15 million in cash under the terms of the deal. FNB Financial unit Farmers National Bank of Scottsville will merge into FB Financial unit FirstBank.

FB Financial expects the deal to be "marginally accretive" to its EPS, excluding transaction costs and expenses, and neutral to the company's tangible book value per share at the close of the deal.

The deal is expected to close in the first quarter of 2020. Upon closing, Farmers National President and CEO Dan Harbison will become market president for FirstBank.

S&P Global Market Intelligence calculates the deal is 128.76% of common equity and of tangible common equity and 16.37x earnings, on an aggregate basis. The deal value is 20.56% of assets, 25.46% of deposits, and the tangible book premium to core deposits ratio is 6.93%.

S&P Global Market Intelligence valuations for bank and thrift targets in the Midwest region between Sept. 17, 2018, and Sept. 17, 2019, averaged 146.23% of book and 149.23% of tangible book and had a median of 16.39x last-12-months earnings, on an aggregate basis.

The deal will enable FB Financial to enter Bowling Green County, Ky., with five branches to be ranked seventh with a 6.27% share of approximately $3.25 billion in total market deposits.

FB Financial had total assets of $5.94 billion and FNB Financial had total assets of $252.5 million, both as of June 30, according to S&P Global Market Intelligence data.

Waller Lansden Dortch & Davis LLP served as legal adviser to FB Financial. Mercer Capital served as financial adviser and provided a fairness opinion to FNB Financial, and Daniel W. Small & Co. served as legal adviser.

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