UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 5, 2014
FRANKLIN FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in charter)
| | | | |
Tennessee | | 333-193951 | | 20-8839445 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
722 Columbia Avenue, Franklin, Tennessee 37064
(Address of Principal Executive Offices)
615-236-2265
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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)) |
Item 1.01. | Entry Into a Material Definitive Agreement. |
On December 5, 2014, Franklin Synergy Bank (the “Bank”), a wholly-owned subsidiary of Franklin Financial Network, Inc. (the “Company”), entered into the following agreements (collectively, the “Sale-Leaseback Documents”):
| • | | Contract for Sale of Real Estate, by and between Franklin Synergy Bank and Murfreesboro Branches, LLC; |
| • | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank, with respect to the property located at 2610 Old Fort Parkway, Murfreesboro, Tennessee; |
| • | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank, with respect to the property located at 2782 South Church Street, Murfreesboro, Tennessee; and |
| • | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank, with respect to the property located at 724 President Place, Smyrna, Tennessee. |
Pursuant to the Sale-Leaseback Documents, the Bank agreed to sell the real estate of three of its branches in Rutherford County, Tennessee to Murfreesboro Branches, LLC (“Buyer”), an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom are directors of the Bank and the Company, for a purchase price of $4,095,000 (the “Sale”). Consummation of the Sale is subject to customary closing conditions, including title insurance and other requirements. Buyer agreed to lease such real estate back to the Bank as of the date of the closing of the Sale, each lease having a term of 13 years. The foregoing summary of the Sale-Leaseback Documents and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sale-Leaseback Documents, filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
| |
10.1 | | Contract for Sale of Real Estate, by and between Franklin Synergy Bank and Murfreesboro Branches, LLC |
| |
10.2 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |
| |
10.3 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |
| |
10.4 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 11, 2014
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FRANKLIN FINANCIAL NETWORK, INC. |
| |
By: | | /s/ Sally P. Kimble |
| | Sally P. Kimble |
| | Chief Financial Officer |
2
EXHIBIT INDEX
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Exhibit Number | | Description |
| |
10.1 | | Contract for Sale of Real Estate, by and between Franklin Synergy Bank and Murfreesboro Branches, LLC |
| |
10.2 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |
| |
10.3 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |
| |
10.4 | | Triple Net Office Lease Agreement, by and between Murfreesboro Branches, LLC and Franklin Synergy Bank |