News Article | May 26, 2017
NASHVILLE, Tenn.--(BUSINESS WIRE)--FB Financial Corporation (the “Company”) (NYSE: FBK) announced today that it has entered into an amendment to its Stock Purchase Agreement for its previously announced acquisition of Clayton Bank and Trust and American City Bank (collectively, the “Clayton Banks”) from Clayton HC, Inc., the sole shareholder of the Clayton Banks. The parties agreed to the amendment to address competitive concerns raised by the Federal Reserve Board with respect to Clayton HC’s post-closing ownership of the Company’s shares and continued ownership of 50% of Apex Bancorp, Inc., the bank holding company for Apex Bank, a bank headquartered in Camden, Tennessee. The Stock Purchase Agreement has been amended (the “Amendment”) to reduce the stock portion of the consideration to be received by Clayton HC such that Clayton HC’s post-closing ownership in the Company will be less than 5% of the outstanding shares. The Amendment provides for reducing the stock consideration from 5,860,000 shares to 1,521,200 shares and for a cash payment to Clayton HC of $124.2 million at closing as consideration for the reduced stock consideration. Additionally, the Amendment gives the Company, through its wholly-owned banking subsidiary FirstBank, the option to reduce or eliminate the $60 million subordinated note to be issued to Clayton HC at closing by paying cash in lieu of all or a portion of the principal amount of such note. FB Financial’s President and CEO Chris Holmes stated, “We believe the amended terms are positive for our shareholders in a number of ways. We expect the acquisition will provide incremental earnings per share accretion in 2018 and 2019, reaching approximately 20 percent annually, versus our 15 percent-plus estimate previously announced in February. Furthermore, we now expect the increased capital will positively impact our pro forma capital ratios relative to the terms of the original structure announced in February while also materially reducing the projected tangible book value dilution at closing. We now expect the capital dilution to be earned back by the end of 2017.” Under the terms of the Amendment, the consideration for the acquisition of the Clayton Banks is as follows: In connection with the Amendment, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which the Company agreed to sell in a private placement an aggregate of 4,806,710 shares of the Company’s common stock at a purchase price of $33.00 per share. The estimated net proceeds from the private placement are $152 million and are expected to be used to fund the $124.2 million cash consideration under the Amendment, with the remaining net proceeds to be used for general corporate purposes, which may include reducing the amount of the subordinated note to be issued to Clayton HC pursuant to the Amendment. In the event that the acquisition of the Clayton Banks is not consummated, the proceeds from the private placement will be used for general corporate purposes, which may include funding future acquisitions and strengthening the Company’s and FirstBank’s capital position. Holmes further stated, “We are excited about the proposed acquisition of the Clayton Banks and believe that the terms of the restructured transaction give our Company increased flexibility related to financing the acquisition and alleviate certain regulatory considerations.” The acquisition is expected to close in the third quarter of 2017 and is subject to regulatory approvals, approval by FB Financial shareholders, if required by the NYSE, and other customary closing conditions. The private placement is expected to close on or about June 1, 2017, and is subject to customary closing conditions. The closing of the private placement is not conditioned on the closing of the acquisition of the Clayton Banks. Pursuant to the Securities Purchase Agreements, the Company agreed to file with the SEC a registration statement with respect to the resale of the shares issued in the private placement and the Company is subject to customary penalty payments in the event such registration statement is not filed or declared effective by the applicable deadlines set forth in the Securities Purchase Agreements. Keefe, Bruyette & Woods, Inc. and Stephens Inc., served as joint bookrunning managers for the private placement, and Raymond James & Associates, Inc. and Sandler O’Neill + Partners, L.P. acted as co-managers. Stephens Inc. also served as FB Financial’s exclusive financial advisor on the proposed acquisition of the Clayton Banks. Alston & Bird, LLP served as legal advisor to FB Financial Corporation and Covington & Burling LLP served as legal advisor to the placement agents. Clayton Bank and Trust is headquartered in Knoxville, Tennessee and has assets of approximately $885 million. The bank has 13 branches across its markets in Knoxville, Jackson, Oakland, Covington, Henderson, Lexington, Friendship and Cookeville, Tennessee. American City Bank is headquartered in Tullahoma, Tennessee and has assets of approximately $314 million. It operates five branches in Tullahoma, Manchester, Lynchburg and Decherd, Tennessee. FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $3.2 billion in total assets. The live broadcast of FB Financial Corporation’s conference call will begin at 10:00 a.m. CST on Tuesday, May 30, 2017, and the conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1631/21304. A 30-day online replay will be available approximately an hour following the conclusion of the live broadcast. Additionally, the Company has posted a Presentation regarding the acquisition’s details on its website, which can be found at https://investors.firstbankonline.com/. This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements in some cases through the Company’s use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the Company’s future business and financial performance and/or the performance of the banking and mortgage industry and economy in general and the Clayton Banks Acquisition, the timing, anticipated benefits and financial impact thereof, and the closing of the private placement. These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the Clayton Banks Acquisition, including, the anticipated timing of the closing of the Clayton Banks Acquisition, any expected accretion to the Company’s earnings per share resulting from the Clayton Banks Acquisition, acceptance by the customers of the Clayton Banks the Company’s products and services, the opportunities to enhance market share in certain markets, market acceptance of the Company generally in new markets, expectations regarding future investment in the Clayton Banks’ markets, the integration of the Clayton Banks’ operations and timing of the closing the private placement. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation including, without limitation, the parties’ ability to consummate the Clayton Banks Acquisition or satisfy the conditions to the completion of the Clayton Banks Acquisitions, including the receipt of regulatory approvals required for the Clayton Banks Acquisition on the terms expected or on the anticipated schedule or approval by the Company’s shareholders of the issuance of the Stock Consideration, if required by the NYSE; the ability to consummate the private placement and satisfy the closing conditions thereto; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the Clayton Banks Acquisition; the possibility that any of the anticipated benefits of the proposed Clayton Banks Acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the Clayton Banks’ operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the failure of the Clayton Banks Acquisition to close for any other reason; the effect of the announcement of the Clayton Banks Acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); dilution caused by the Company’s issuance of additional shares of its common stock in connection with the Clayton Banks Acquisition and the Private Placement; the possibility that the Clayton Banks Acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; general competitive, economic, political and market conditions and fluctuations; and the other risks and factors set forth in the Company’s December 31, 2016 Form 10-K, filed with the SEC on March 31, 2017, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors.” Many of these factors are difficult to foresee and are beyond the Company’s ability to control or predict. The Company presently believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law. This news release is for informational purposes only and does not constitute a solicitation of any vote or approval with respect to the Clayton Banks Acquisition. The issuance of the Stock Consideration in connection with the Clayton Banks Acquisition will be submitted to the shareholders of the Company for their consideration if required by the applicable rules of the New York Stock Exchange. The Company will file with the SEC a proxy statement and deliver the proxy statement to its shareholders as required by applicable law. The Company may also file other documents with the SEC regarding the proposed transaction. This news release is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge at www.firstbankonline.com (in the “Investor Relations” section of such website) copies of the materials it files with, or furnishes to, the SEC. The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed acquisition. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement for its 2017 annual meeting of shareholders. Such proxy statement can be obtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
News Article | May 5, 2017
NASHVILLE, Tenn.--(BUSINESS WIRE)--FB Financial Corporation (“FB Financial” or “the Company”) (NYSE:FBK) announced today that members of its management team will make a presentation at the 2017 Gulf South Bank Conference in New Orleans, LA on Monday, May 8, 2017, at 8:40 AM (CT). Representing FB Financial Corporation at the investor conference will be Christopher T. Holmes, President and CEO of FB Financial. All materials pertaining to FB Financial’s presentation to investors may be accessed through the Investor Relations link at www.firstbankonline.com. A live webcast of the presentation will be simulcast at http://wsw.com/webcast/gsbc4/fbk on Monday, May 8, 2017, at 8:40 AM (CT). FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $3.2 billion in total assets.
News Article | April 17, 2017
NASHVILLE, Tenn.--(BUSINESS WIRE)--FB Financial Corporation (“FB Financial” or “the Company”) (NYSE:FBK) announced today that it will release its 2017 first quarter results on Monday, April 24, 2017, after the close of the market. The Company will host a first quarter earnings conference call at 8:00 a.m. CDT on Tuesday, April 25, 2017, and the earnings conference call will be broadcast live over the Internet at http://services.choruscall.com/links/fbk170428AWsp51Nq.html. For investors or analysts who want to participate during the call, the listen only dial-in number is (888) 811-5427. For those unable to listen live, a 30-day online replay of the webcast will be available approximately an hour following the conclusion of the live broadcast. A link to these events can be found on the Company’s website at https://www.firstbankonline.com/. FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $3.2 billion in total assets.
News Article | March 29, 2017
Italy could soon become the first Western country to introduce a legislation, which may benefit working women. The Italian government is all set to introduce a bill, which would make it mandatory for workplaces to grant women employees paid leave for three days each month to grapple with menstrual pain. Italy's lower house of parliament is currently debating on whether to implement the "menstrual leave" policy. If the draft law receives official approval, then women employees will be able to get these leaves, which would be helpful for those who experience painful periods. Four women legislators from the ruling Democratic Party presented the proposal on March 13. According to the Roman newspaper Il Messaggero, the proposal could get approved in the coming months. Currently, Japan, parts of China, and South Korea have such policies in place. Some companies like Nike, also offer menstrual leave to employees. However, the debate over whether menstrual cycle falls under a labor and economic issue rages on. Women in Italy reportedly face greater complications in the workplace, when compared to women in any other country. Reportedly, only 61 percent Italian women work. One school of thought is that the proposed policy will be a beneficial move to help women employees, who experience cramps during their period. The policy is "a standard-bearer of progress and social sustainability" asserted the Italian version of magazine Marie Claire. "Women are already taking days off because of menstrual pains, but the new law would allow them to do so without using sick leaves or other permits," said Daniela Piazzalunga, an economist at FBK-IRVAPP. She also added that she cannot deny the fact that if the law is approved, it may have a negative effect as companies may decrease hiring women. It may also have an adverse effect on their career graphs as a whole. The proposed law has also met with its fair share of criticism from people across the country. Several people have criticized the law and are fearful that it may result in complications at the workplace. Some experts believe that if the law allows women to take extra paid days off, then employers may prefer to appoint men to increase productivity. A study conducted in 2009 suggested that "menstrual cycle increases female absenteeism." Moreover, such absenteeism is instrumental in widening the salary gap that exists between male and female employees. Another study in 2012, however, did not find any evidence that menstrual cycles led to "increased female absenteeism." The proposed law, however, may bring an unwanted issue in its folds. Rather than reducing the myths about menstruation, it could possibly increase the taboos and may "end up reinforcing stereotypes about women being more emotional during their periods." © 2017 Tech Times, All rights reserved. Do not reproduce without permission.
News Article | November 2, 2016
NASHVILLE, Tenn.--(BUSINESS WIRE)--$FBK--FB Financial Corporation (NYSE:FBK), the holding company for Nashville-based FirstBank, has elected two new members to its board of directors both of whom have significant public company governance experience. Joining the board are William F. Andrews, a former chairman of Corrections Corporation of America (CCA), who also served as president of Massey Investment Co. and as a principal of Kohlberg & Company; and Agenia Clark, CEO of the Girl Scouts of Middl
News Article | November 1, 2016
Global Brake Pads Industry 2016 Market Research Report is a professional and in-depth study on the current state of the Brake Pads industry. Firstly, the report provides a basic overview of the industry including definitions, classifications and applications. The Brake Pads market analysis is provided for the international market including competitive landscape analysis, and major regions’ development status. Secondly, production patents and production technology are discussed as well as manufacturing processes and cost structures. This report also states import/export, production and consumption figures as well as cost, price and revenue by regions, and other regions can be added. Then, the report focuses on global major leading industry players with information such as company profiles, product picture, specification, capacity, production, price, cost, revenue and contact information. Upstream raw materials and downstream consumers analysis is also carried out. What’s more, the Brake Pads industry development trends and marketing channels are analyzed. Finally, the feasibility of new investment projects is assessed, and overall research conclusions are offered. In a word, the report provides major statistics on the state of the industry and is a valuable source of guidance and direction for companies and individuals interested in the market. 1 Industry Overview of Brake Pads 1 1.1 Definition and Specifications of Brake Pads 1 1.1.1 Definition of Brake Pads 1 1.1.2 Specifications of Brake Pads 2 1.2 Classification of Brake Pads 7 1.2.1 Non-asbestos Organic Brake Pads 8 1.2.2 Low Metallic NAO Brake Pads 9 1.2.3 Semi Metallic Brake Pads 10 12.4 Ceramic Brake Pads 11 1.3 Applications of Brake Pads 12 1.3.1 Vehicles OEM Industry 13 1.3.2 Vehicles Aftermarket Industry 14 1.4 Industry Chain Structure of Brake Pads 16 1.5 Industry Overview and Major Regions Status of Brake Pads 17 1.6 Industry Policy Analysis of Brake Pads 17 1.7 Industry News Analysis of Brake Pads 19 2 Manufacturing Cost Structure Analysis of Brake Pads 24 2.1 Raw Material Suppliers and Price Analysis of Brake Pads 24 2.2 Equipment Suppliers and Price Analysis of Brake Pads 26 2.3 Labor Cost Analysis of Brake Pads 27 2.4 Other Costs Analysis of Brake Pads 29 2.5 Manufacturing Cost Structure Analysis of Brake Pads 30 2.6 Manufacturing Process Analysis of Brake Pads 31 8 Major Manufacturers Analysis of Brake Pads 92 8.1 Federal Mogul 92 8.1.1 Company Profile 92 8.1.2 Product Picture and Specifications 93 8.1.3 Capacity, Production, Price, Cost, Gross and Revenue 96 8.1.4 Contact Information 98 8.2 BOSCH 98 8.2.1 Company Profile 98 8.2.2 Product Picture and Specifications 99 8.2.3 Capacity, Production, Price, Cost, Gross and Revenue 101 8.2.4 Contact Information 103 8.3 TRW 103 8.3.1 Company Profile 103 8.3.2 Product Picture and Specifications 105 8.3.3 Capacity, Production, Price, Cost, Gross and Revenue 106 8.3.4 Contact Information 108 8.4 Nisshinbo Holdings 108 8.4.1 Company Profile 108 8.4.2 Product Picture and Specifications 110 8.4.3 Capacity, Production, Price, Cost, Gross and Revenue 110 8.4.4 Contact Information 112 8.5 MAT Holdings 112 8.5.1 Company Profile 112 8.5.2 Product Picture and Specifications 114 8.5.3 Capacity, Production, Price, Cost, Gross and Revenue 115 8.5.4 Contact Information 116 8.6 ITT Corporation 116 8.6.1 Company Profile 116 8.6.2 Product Picture and Specifications 117 8.6.3 Capacity, Production, Price, Cost, Gross and Revenue 118 8.6.4 Contact Information 120 8.7 ATE 120 8.7.1 Company Profile 120 8.7.2 Product Picture and Specifications 123 8.7.3 Capacity, Production, Price, Cost, Gross and Revenue 123 8.7.4 Contact Information 125 8.8 Hoenywell 125 8.8.1 Company Profile 125 8.8.2 Product Picture and Specifications 126 8.8.3 Capacity, Production, Price, Cost, Gross and Revenue 127 8.8.4 Contact Information 128 8.9 Acdelco 128 8.9.1 Company Profile 128 8.9.2 Product Picture and Specifications 130 8.9.3 Capacity, Production, Price, Cost, Gross and Revenue 131 8.9.4 Contact Information 133 8.10 Akebono 133 8.10.1 Company Profile 133 8.10.2 Product Picture and Specifications 134 8.10.3 Capacity, Production, Price, Cost, Gross and Revenue 135 8.10.4 Contact Information 137 8.11 Delphi Automotive 137 8.11.1 Company Profile 137 8.11.2 Product Picture and Specifications 138 8.11.3 Capacity, Production, Price, Cost, Gross and Revenue 139 8.11.4 Contact Information 140 8.12 BREMBO 140 8.12.1 Company Profile 140 8.12.2 Product Picture and Specifications 142 8.12.3 Capacity, Production, Price, Cost, Gross and Revenue 142 8.12.4 Contact Information 144 8.13 Sangsin Brake 144 8.13.1 Company Profile 144 8.13.2 Product Picture and Specifications 145 8.13.3 Capacity, Production, Price, Cost, Gross and Revenue 147 8.13.4 Contact Information 148 8.14 SAL-FER 148 8.14.1 Company Profile 148 8.14.2 Product Picture and Specifications 149 8.14.3 Capacity, Production, Price, Cost, Gross and Revenue 150 8.14.4 Contact Information 151 8.15 ADVICS 151 8.15.1 Company Profile 151 8.15.2 Product Picture and Specifications 152 8.15.3 Capacity, Production, Price, Cost, Gross and Revenue 152 8.15.4 Contact Information 154 8.16 FBK 154 8.16.1 Company Profile 154 8.16.2 Product Picture and Specifications 156 8.16.3 Capacity, Production, Price, Cost, Gross and Revenue 156 8.16.4 Contact Information 158 8.17 ICER 158 8.17.1 Company Profile 158 8.17.2 Product Picture and Specifications 159 8.17.3 Capacity, Production, Price, Cost, Gross and Revenue 160 8.17.4 Contact Information 162
Minati L.,FBK |
Antonini V.,CNR Institute of Biophysics |
Dalla Serra M.,CNR Institute of Biophysics |
Langmuir | Year: 2012
Branched gold nanoparticles were grown on oxidized multiwalled carbon nanotubes by one-step reduction of gold chloride in water. The carbon nanotube/gold hybrids were used for the delivery of the anticancer drug doxorubicin hydrochloride into A549 lung cancer cell line. Doxorubicin (Dox) can be adsorbed in high quantity on both inner and outer surfaces of oxidized carbon nanotubes by π-π stacking interactions between doxorubicin aromatic groups and carbon nanotube (CNT) backbone. Carbon nanotube/gold hybrids display a broad absorption band in the red and near-infrared regions allowing their use for imaging applications. In vitro cellular tests showed that the nanostructures can efficiently transport and deliver doxorubicin inside the cells. © 2012 American Chemical Society.
Proceedings of the Annual Conference of the International Speech Communication Association, INTERSPEECH | Year: 2014
In this paper we present the first recognition experiments on a multilingual speech corpus, designed for Automatic Speech Recognition (ASR) and Language IDentification (LID) purposes. Data come from the portal Euronews and were acquired both from the Web and from TV. The corpus includes data in 10 languages (Arabic, English, French, German, Italian, Polish, Portuguese, Russian, Spanish and Turkish). For each language, the corpus is composed of about 100 hours of speech for training (60 for Polish) and about 4 hours, manually transcribed, for testing. Training data include the audio, some reference text, the ASR output and their alignment. 10 baselines were prepared - one for each language - using only the training data, and performance are evaluated on a subset of the test data. Also a LID system was implemented, capable to recognize words belonging to different languages in a continuous stream. Part of the corpus is freely available, for research purposes only, within the multilingual ASR benchmark for IWSLT 2014. Copyright © 2014 ISCA.
Giusti L.,FBK |
UbiComp'10 - Proceedings of the 2010 ACM Conference on Ubiquitous Computing | Year: 2010
In this paper, we introduce some preliminary considerations on the design of interactive system in a service based-economy. The discussion is supported by an early design exploration of a mobile application aimed to support people in orchestrating multiple services ecologies in their everyday life. © 2010 Copyright is held by the author/owner(s).
News Article | October 28, 2016
NASHVILLE, Tenn.--(BUSINESS WIRE)--$FBK--FB Financial Corporation (“FB Financial” or “the Company”) (NYSE: FBK), parent company of FirstBank, reported its results today for the third quarter ended September 30, 2016. “We are extremely pleased with the third quarter having completed the largest bank IPO in Tennessee history while continuing our profitable growth,” said James W. Ayers, Executive Chairman of FB Financial Corporation. “We raised $129 million in gross proceeds from the offering and are th