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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Franklin Financial Network Inc | NYSE:FSB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.48 | 0 | 01:00:00 |
Tennessee
|
001-36895
|
20-8839445
|
||
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification Number)
|
||
722 Columbia Avenue
Franklin, Tennessee
|
37064
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
☒
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, no par value per share
|
FSB
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New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
|
|
Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
|
☐
|
1.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — Franklin Analyses — Selected Public Company Trading Analysis” is hereby amended by
deleting everything (including the tables) under this heading before the paragraph that begins with “Based on the multiples it derived for the Franklin selected companies…” in page 80 of the joint proxy statement/prospectus, and replacing
them with the paragraphs and the tables below:
|
Financial Metric - Selected Regional Banks
|
25th Percentile
|
Mean
|
Median
|
75th Percentile
|
||||
Price to 2019E EPS
|
12.6x
|
14.7x
|
14.5x
|
16.2x
|
||||
Price to 2020E EPS
|
12.9x
|
14.3x
|
14.4x
|
15.9x
|
||||
Price to TBVPS
|
1.54x
|
1.90x
|
2.01x
|
2.12x
|
||||
ROATCE
|
11.4%
|
12.8%
|
13.7%
|
15.0%
|
||||
Financial Metric - Selected National Banks
|
25th Percentile
|
Mean
|
Median
|
75th Percentile
|
||||
Price to 2019E EPS
|
10.4x
|
15.2x
|
11.6x
|
12.7x
|
||||
Price to 2020E EPS
|
9.9x
|
12.6x
|
11.1x
|
12.0x
|
||||
Price to TBVPS
|
1.08x
|
1.24x
|
1.27x
|
1.42x
|
||||
ROATCE
|
8.7%
|
10.2%
|
10.7%
|
12.2%
|
2.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — Franklin Analyses — Selected Public Company Regression Analysis” is hereby amended by
deleting the first paragraph under this heading and replacing it with the paragraph below:
|
3.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — Franklin Analyses — Selected Transaction Analysis” is hereby amended by deleting
everything (including the tables) under this heading before the paragraph that begins with “Based on the multiples it derived from the selected transactions…” in page 82 of the joint proxy statement/prospectus, and replacing them with the
paragraphs and the tables below:
|
Financial Metric –
Equity Value to
|
Premiums Paid |
|||||||
Date Announced
|
Acquiror
|
Target
|
LTM EPS
|
NTM EPS
|
TBV
|
1 Day Prior
|
30-Day Average
|
90-Day Average
|
12/9/2019
|
Independent Bank Group, Inc.
|
Texas Capital Bancshares, Inc.
|
9.9x
|
10.8x
|
1.19x
|
5.6%
|
4.9%
|
8.7%
|
11/18/2019
|
United Bancshares, Inc.
|
Carolina Financial Corporation
|
16.3x
|
15.3x
|
2.07x
|
15.7%
|
5.8%
|
21.5%
|
11/4/2019
|
First Horizon National Corporation
|
IberiaBank Corporation
|
9.7x
|
10.9x
|
1.42x
|
0.0%
|
0.1%
|
0.6%
|
10/29/2019
|
Northwest Bancshares, Inc.
|
MutualFirst Financial, Inc.
|
16.0x
|
16.1x
|
1.78x
|
25.7%
|
4.6%
|
32.3%
|
9/24/2019
|
Sandy Spring Bancorp, Inc.
|
Revere Bank
|
14.8x
|
13.0x
|
1.73x
|
27.9%
|
6.1%
|
9.0%
|
9/9/2019
|
First Defiance Financial Corp.
|
United Community Financial Corp.
|
12.5x
|
11.1x
|
1.60x
|
1.8%
|
(10.9)%
|
(8.1)%
|
8/13/2019
|
CIT Group Inc.
|
Mutual of Omaha Bank
|
10.9x
|
NA
|
1.25x
|
NA
|
NA
|
NA
|
7/31/2019
|
Simmons First National Corporation
|
The Landrum Company
|
14.3x
|
NA
|
1.81x
|
NA
|
NA
|
NA
|
7/23/2019
|
WesBanco, Inc.
|
Old Line Bancshares, Inc.
|
14.0x
|
13.0x
|
1.77x
|
12.7%
|
3.2%
|
6.1%
|
7/15/2019
|
People’s United Financial, Inc.
|
United Financial Bancorp, Inc.
|
13.2x
|
14.1x
|
1.25x
|
4.5%
|
8.8%
|
10.0%
|
6/26/2019
|
OFG Bancorp
|
Scotiabank de Puerto Rico
|
4.9x
|
NA
|
1.15x
|
NA
|
NA
|
NA
|
6/26/2019
|
Valley National Bancorp
|
Oritani Financial Corp.
|
13.7x
|
15.3x
|
1.38x
|
0.5%
|
(8.8)%
|
(6.5)%
|
6/17/2019
|
Prosperity Bancshares, Inc.
|
Legacy Texas Financial Group, Inc.
|
12.7x
|
12.8x
|
2.16x
|
9.3%
|
(0.1)%
|
1.2%
|
5/6/2019
|
Banco Bradesco S.A.
|
BAC Florida Bank
|
16.8x
|
NA
|
2.46x
|
NA
|
NA
|
NA
|
3/15/2019
|
Mechanics Bank
|
Rabobank, N.A.
|
14.5x
|
NA
|
1.57x
|
NA
|
NA
|
NA
|
2/7/2019
|
BB&T Corporation
|
SunTrust Banks, Inc.
|
11.0x
|
10.6x
|
1.79x
|
7.0%
|
(2.7)%
|
(0.9)%
|
1/28/2019
|
TCF Financial Corporation
|
Chemical Financial Corporation
|
10.8x
|
11.2x
|
1.62x
|
0.0%
|
3.1%
|
2.1%
|
Financial Metric
|
25th Percentile
|
Mean
|
Median
|
75th Percentile
|
|||
Equity Value to LTM EPS
|
10.8x
|
12.7x
|
13.2x
|
14.6x
|
|||
Equity Value to NTM EPS
|
11.0x
|
12.9x
|
12.9x
|
15.0x
|
|||
Equity Value to TBV
|
1.25x
|
1.61x
|
1.61x
|
1.79x
|
|||
1 Day
Prior
|
30-Day
Average
|
90-Day
Average
|
|||||
25th Percentile
|
0.8%
|
(2.0)%
|
(0.5)%
|
||||
Median
|
6.3%
|
3.2%
|
4.1%
|
||||
Mean
|
9.2%
|
1.2%
|
6.3%
|
||||
75th Percentile
|
15.0%
|
5.6%
|
9.7%
|
4.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — Franklin Analyses — Selected Transactions – Premiums Paid Analysis” is hereby amended
by (a) deleting the section heading, the first paragraph under this heading and the premiums paid analysis table after the first paragraph, as this information has been consolidated and moved under the heading “The Merger—Opinion
of Franklin’s Financial Advisor — Franklin Analyses — Selected Transaction Analysis” per Section 3 above, and (b) revising the first sentence of the second paragraph under this heading as follows:
|
5.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — FB Financial Analyses — Selected Public Company Trading Analysis” is hereby amended
by deleting everything (including the tables) under this heading before the paragraph that begins with “Based on the multiples it derived for the FB Financial selected companies…” in page 84 of the joint proxy statement/prospectus, and
replacing them with the paragraphs and the tables below:
|
Financial Metric
|
||||
Price to
2019 EPS |
Price to
2020 EPS
|
Price to
TBVPS - 9/30/2019 |
ROATCE
|
|
Carter Bank & Trust
|
18.9x
|
16.2x
|
1.33x
|
7.8%
|
Capital City Bank Group, Inc.
|
16.4x
|
15.9x
|
2.06x
|
12.2%
|
City Holding Company
|
15.2x
|
15.8x
|
2.53x
|
15.2%
|
First Bancorp
|
12.1x
|
12.6x
|
1.95x
|
14.5%
|
Franklin
|
17.7x
|
12.3x
|
1.30x
|
10.4%
|
HomeTrust Bancshares, Inc.
|
18.2x
|
17.1x
|
1.23x
|
7.3%
|
Seacoast Banking Corporation of Florida
|
15.6x
|
15.1x
|
2.11x
|
12.9%
|
ServisFirst Bancshares, Inc.
|
13.8x
|
13.7x
|
2.49x
|
16.4%
|
Southern National Bancorp of Virginia, Inc.
|
10.8x
|
12.3x
|
1.46x
|
11.2%
|
The First Bancshares, Inc.*
|
12.2x
|
11.0x
|
1.76x
|
15.6%
|
Financial Metric - Regional Banks
|
25th Percentile
|
Mean
|
Median
|
75th Percentile
|
||||
Price to 2019E EPS
|
12.6x
|
15.1x
|
15.4x
|
17.4x
|
||||
Price to 2020E EPS
|
12.4x
|
14.2x
|
14.4x
|
15.9x
|
||||
Price to TBVPS - 9/30/2019
|
1.37x
|
1.82x
|
1.86x
|
2.10x
|
||||
ROATCE
|
10.6%
|
12.4%
|
12.5%
|
15.0%
|
6.
|
The disclosure under the heading “The Merger—Opinion of Franklin’s Financial Advisor — FB Financial Analyses — Selected Public Company Regression Analysis” is hereby
amended by deleting the first paragraph under this heading and replacing it with the paragraph below:
|
FRANKLIN FINANCIAL NETWORK, INC.
|
|||
|
By:
|
/s/ Christopher J. Black
|
|
Christopher J. Black
|
|||
Executive Vice President and Chief Financial Officer
|
1 Year Franklin Financial Network Chart |
1 Month Franklin Financial Network Chart |
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