EX-99.2 3 a51900148ex99_2.htm EXHIBIT 99.2
Exhibit 99.2
Acquisition of ACBI's Tennessee & North Georgia Branches November 14, 2018

This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements in some cases through FB Financial’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 proposed acquisition, including the timing, anticipated benefits and financial impact thereof, and the outlook for FB Financial’s future business and financial performance.These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing of the proposed acquisition by FB Financial of the acquired Atlantic Capital branches, including, the anticipated timing of the closing of the proposed acquisition , acceptance by the customers of the acquired Atlantic Capital branches FB Financial’s products and services, the opportunities to enhance market share in certain markets, market acceptance of FB Financial generally in new markets, expectations regarding future investment in the acquired Atlantic Capital branches’ markets and the integration of the acquired Atlantic Capital branches’ operations. Forward-looking statements are based on the information known to, and current beliefs and expectations of, FB Fiancial’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 acquisition or satisfy the conditions to the completion of the acquisition; the receipt of regulatory approvals required for the acquisition on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing and completion and accounting and tax treatment of the acquisition; the possibility that any of the anticipated benefits of the proposed acquisition will not be fully realized or will not be realized within the expected time period; the risk that integration of the acquired Atlantic Capital branches’ operations with those of FB Financial will be materially delayed or will be more costly or difficult than expected; the failure of the proposed acquisition to close for any other reason; the effect of the announcement of the proposed acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); the possibility that the proposed 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 risk factors set forth in FB Financial’s December 31, 2017 Form 10-K, filed with the Securities and Exchange Commission on March 16, 2018, under the captions “Cautionary note regarding forward-looking statements” and “Risk factors”. Many of these factors are difficult to foresee and are beyond FB Financial’s ability to control or predict. FB Financial 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. FB Financial 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. Forward - Looking Statements

Select ACBI Branches Deposits by MSA Acquisition Overview Acquisition Highlights Acquired 14 branches from ACBITennessee: 11Georgia: 3Deposits: ~$602 million Loans: ~$381 millionAccounts: 28,842Average branch size: ~$43 millionEmployees: ~120 Source: Company documents as of September 30, 2018, S&P Global IntelligenceDeposit data as of June 30, 2018; accounts data includes both loan and deposit accountsDollars in millions FBK (56) ACBI (14) Pro Forma Footprint

Transaction Summary Transaction Summary Financial Impact Immediate, mid-to-high single-digit EPS accretionManageable TBV dilution and an earnback of less than 4 years20+% IRRCompany remains well-capitalized, without raising new capital Strategic Rationale Further positions FB Financial as Tennessee’s premier community banking franchiseCreates additional operating leverage in Knoxville and ChattanoogaCreates density, moving our deposit market share to #7 in Knoxville and #5 in ChattanoogaProvides liquidity to support future growth while controlling funding costs FB Financial is acquiring 14 branches located in TN and Northwest, GA from Atlantic CapitalApproximately $602 million in deposits; 92% core depositsApproximately $381 million in loans, acquired at 68 basis point discountApproximately $8 million in premises and equipmentDeposit premium of 6.25%; implied premium of $37.6 million based on balances as of September 30, 2018Transaction is subject to regulatory approval; closing is expected early Q2 ‘19 Source: Company documents as of September 30, 2018

Tennessee’s Premier Community Bank Top 15 Banks in Tennessee¹ Source: S&P Global IntelligenceNote: Deposit data as of June 30, 2018, pro forma for announced transactions; asset data as of September 30, 2018, pro forma for announced transactions1Sorted by total assets; deposits are limited to Tennessee; banks limited to those headquartered in Tennessee 2Community bank defined as having fewer than $25 billion in assets3Demographics data deposit weighted by county 3rd largest bank headquartered in Tennessee2nd largest community bank in Tennessee2Builds greater density in core Tennessee marketsImproves pro forma community banking deposit market share2 in core Tennessee markets:Knoxville, TN MSA: 3rdChattanooga, TN-GA MSA: 2ndMorristown, TN MSA: 5thDalton, GA MSA: 3rd Franchise Overview Relative Market Statistics HHI Growth’19 – ’24 (%) Pop. Growth’19 – ’24 (%) FBK3 Branches3 Pro Forma3 9.2% 8.7% 9.2% 4.0% 4.1% 4.0% Proj. 2024Median HHI ($) $61,247 $57,010 $60,700 US 8.8% 3.6% $68,744

Chattanooga / Dalton MSAs Pro Forma Footprint 269123Blue dots 193210228Metro markets 130131135Highway 167169172State county outlines 8715487Green dots 148194148Community markets Source files are619754_FirstBank Bancorp.ai and mapinfo FBK Deposits by Market Standalone Deposits by Market Pro Forma Community Source: S&P Global IntelligenceDeposit data as of June 30, 2018Dollars in millions1Community banks defined as banks with less than $25 billion in assets. Knoxville / Morristown MSAs FBK ACBI FBK ACBI

Enhanced Presence in Attractive Markets Source: S&P Global IntelligenceDeposit data as of June 30, 2018; pro forma for announced transactions Chattanooga, TN-GA MSA Knoxville, TN MSA Dalton, GA MSA Morristown, TN MSA

Pro Forma Loan and Deposit Compositions Pro Forma Loan Portfolio 1-4 Family 1-4 Family HELOC Multifamily C&D CRE C&I (Includes Owner-Occ CRE) Consumer & Other Source: Company documentsFBK data as of and for the three months ended September 30, 2018; ACBI data as of September 30, 2018. Noninterest-bearing Interest-bearing checking Money market and savings Customer time deposits Cost of Deposits: 0.80% Pro Forma Deposit Portfolio Yield on Loans: 6.08% Cost of Deposits: 0.83% Yield on Loans: 4.58% FBK Select ACBI Branches Pro Forma Select ACBI Branches Pro Forma Brokered and internet time deposits FBK

Assumptions and Estimated Pro Forma Financial Metrics Expected Annual Expense of ~$10 million (excludes CDI amortization) $4.0 million after-tax deal charges$1.0 million PP&E write-up$0.6 million time deposit rate mark 2.5% of non-time deposits, or ~$11 millionAmortized 8 Years SYD Credit: Net mark of $3.0 million ($5.6 million gross mark less 68 basis point discount on loans)Rate: $4.3 million Key Transaction Assumptions Financial Impact 6 < 4 years < (9%) ~ 24% ~4% / ~7% ~ 200 bps increase ~ 190 bps decrease Early Q2 ’19 Loan Mark Deal Charges / Other Marks Core Deposit Intangible Noninterest Expense Expected Branch Closures Expected Closing 2019E / 2020EEPS Accretion TBV Dilution (%) IRR TBV Earnback Period 2020 ROATCE TCE / TA

Comprehensive Credit Due Diligence Comprehensive credit review of ACBI’s loan portfolioContracted 3rd party loan review team based in Nashville having significant experience in East TN markets to undertake credit diligenceFindings and specific credits reviewed by FBK senior credit officersReviewed ~$227 million of $394 million loan portfolio, or 58%Reviewed 62% of C&D loans, 72% of Owner-Occupied CRE loans, 88% of non Owner-Occupied CRE loans and 71% of C&I loansAverage credit score from most recent FICO pull of 735 on consumer / mortgage portfolioAverage loan size for those loans not reviewed ~$70,000Acquiring no OREO in transaction

Over 110 years of History in Tennessee 2003: Acquired The Bank of Murfreesboro in Nashville MSA 2007: Acquired branches from AmSouth Bank in Tennessee community markets 1984 1988 1996 1999 2001 2003 2004 2006 2012 2013 2015 Year: 2001: Opened branches in Nashville and Memphis 2004: Opened branch in Knoxville Acquisitions Organic growth Other 1999: Acquired First State Bank of Linden 1906 2010 2007 2008 2008: Opened two branches in Chattanooga 1990 1996: Purchased Bank of West Tennessee (Lexington) and Nations Bank branch (Camden) 2001: Acquired Bank of Huntingdon 2014 2014: Opened branch in Huntsville, Alabama 1990: Jim Ayers acquired sole control of the Bank 2016 $0.3 $0.5 $0.8 $1.1 $1.1 $1.5 $2.2 $2.4 $2.9 $3.3 $1.9 $2.1 $2.1 $5.81 2016:Completed core operating platform conversion 1988: Purchased assets of First National Bank of Lexington; Changed franchise name to FirstBank 1984: Jim Ayers and associate acquired the Bank 2015: Acquired Northwest Georgia Bank in Chattanooga MSA Total assets ($bn) 2017 2017:Acquired Clayton Bank and Trust (Knoxville, TN) and American City Bank (Tullahoma, TN) 2018 $4.7 2018:Completed secondary offering of 3.7mm shares 2016:Rebranded to FB Financial and Completed IPO 2015: Awarded “Top Workplaces" by The Tennessean 2018:Acquired 14 branches of Atlantic Capital in Tennessee and North Georgia Pro forma for acquisition of select Atlantic Capital branches

Summary Strengthens FirstBank as Tennessee’s premier community bankEnhances density in Knoxville, Chattanooga and North GeorgiaProvides attractive funding base to support future growthDeploys and leverages excess capitalFinancially accretive to current shareholdersLow risk transaction

Appendix

Branch Overlap Detail Source: S&P Global Intelligence Chattanooga, TN-GA MSA & Dalton, GA MSA Knoxville, TN MSA & Morristown, TN MSA ACBI (3) ACBI (2) FBK (6) ACBI (6) FBK (4) ACBI (3) 1.2 miles 2.1 miles 4.2 miles 2.8 miles 1.4 miles 4.6 miles 1.2 miles 1.0 miles 2.1 miles 1.4 miles FBK (6) ACBI (9) 1.0 miles 1.2 miles 4.6 miles FBK (4) ACBI (5) 1.2 miles 2.8 miles 4.2 miles 0.2 miles