ITEM 8.01. Other Events.
Press Release and Investor Presentation
On January 23, 2020, CapStar Financial Holdings, Inc., a Tennessee corporation
("CapStar") issued a press release announcing (i) entry into an Agreement and
Plan of Merger with FCB Corporation, a Tennessee corporation ("FCB") and (ii)
entry, along with CapStar's wholly owned bank subsidiary, CapStar Bank, a
Tennessee chartered bank, into a Plan of Bank Merger, with The Bank of
Waynesboro, a Tennessee chartered bank ("BOW"). A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
In addition, CapStar provided supplemental information regarding the proposed
transactions in connection with presentations to investors. A copy of the
investor presentation is attached hereto as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
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Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements may include: management plans relating
to the proposed transactions; the expected timing of the completion of the
proposed transactions; the ability to complete the proposed transactions; the
ability to obtain the required regulatory, shareholder or other approvals; any
statements of the plans and objectives of management for future operations,
products or services, including the execution of integration plans relating to
the proposed transactions; any statements of expectation or belief; projections
related to certain financial metrics or other benefits of the proposed
transactions; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "seek," "plan," "will," "would," "target,"
"outlook," "estimate," "forecast," "project" and other similar words and
expressions or negatives of these words. Forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over time and are
beyond CapStar's control. Because forward-looking statements are by their
nature, to different degrees, uncertain and subject to assumptions, actual
results or future events could differ, possibly materially, from those that
CapStar anticipated in its forward-looking statements, and future results could
differ materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to, those included
under Item 1A "Risk Factors" in CapStar's Annual Report on Form 10-K for the
year ended December 31, 2018 and those disclosed in CapStar's other periodic
reports filed with the SEC, as well as the possibility that expected benefits of
the proposed transactions may not materialize in the time frame expected or at
all, or may be more costly to achieve; the proposed transactions may not be
timely completed, if at all; that prior to the completion of the proposed
transactions or thereafter, CapStar's, FCB's and BOW's respective businesses may
not perform as expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration strategies
related to the proposed transactions; that required regulatory, shareholder or
other approvals are not obtained or other customary closing conditions are not
satisfied in a timely manner or at all; reputational risks and the reaction of
the companies' shareholders, customers, employees or other constituents to the
proposed transactions; and diversion of management time on merger-related
matters. These risks, as well as other risks associated with the proposed
transactions, will be more fully discussed in the registration statement on Form
S-4 that will be filed with the SEC in connection with the proposed
transactions. While the list of factors presented here is, and the list of
factors presented in the registration statement on Form S-4 will be, considered
representative, no such lists should be considered to be a complete statement of
all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. For any
forward-looking statements made in this communication or in any documents,
CapStar claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements speak only as of the date they are made. CapStar does
not undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date on which the forward-looking
statement is made.
Important Additional Information and Where to Find It
In connection with the proposed transactions, CapStar will file with the SEC a
registration statement on Form S-4 to register the shares of CapStar Common
Stock to be issued in connection with the proposed transactions. The
registration statement will include a proxy statements/prospectus, which will be
sent to the shareholders of FCB and BOW seeking their approval of the proposed
transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4, THE PROXY STATEMENTS/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS WHEN THEY BECOME AVAILABLE
BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT CAPSTAR,
FCB, BOW AND THE PROPOSED TRANSACTIONS.
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When filed, this document and other documents relating to the proposed
transactions filed by CapStar with the SEC can be obtained free of charge from
the SEC's website at www.sec.gov. These documents also can be obtained free of
charge by accessing CapStar's website at https://ir.capstarbank.com/ under the
tab "Financials & Filings." Alternatively, these documents, when available, can
be obtained free of charge from CapStar upon written request to CapStar
Financial Holdings, Inc., 1201 Demonbreun Street, Suite 700, Nashville,
Tennessee 37203, Attention: Investor Relations or by calling (615) 732-6455.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
99.1 Press Release of CapStar Financial Holdings, Inc.
99.2 Investor Presentation regarding the announced merger agreement
between CapStar Financial Holdings, Inc. and FCB Corporation and the
announced merger agreement among CapStar Financial Holdings, Inc.,
CapStar Bank and The Bank of Waynesboro
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