CapStar Financial
Holdings, Inc. (“CapStar”) (NASDAQ: CSTR), the parent company of CapStar Bank,
announced today the signing of definitive merger agreements with FCB
Corporation (“FCB”), its wholly owned subsidiary The First National Bank of
Manchester (“FNBM”), and The Bank of Waynesboro (“BOW”) providing for FCB to
merge with and into CapStar and for FNBM and BOW to merge with and into CapStar
Bank. As of December 31, 2019, FCB and BOW had total combined assets
of $467 million. Upon completion of the transaction, CapStar is expected to
have total consolidated assets of approximately $2.5 billion.
“We are pleased to join forces with these
outstanding organizations whom have proudly served their communities for over 115
years and rank among Tennessee’s highest performers on Net Interest Margin and
Return on Assets,” said Timothy K. Schools, President and CEO of CapStar. “This strategic
partnership will mutually benefit each of the companies’ employees, customers,
and shareholders. Importantly, the
combination continues to strengthen CapStar’s funding capabilities while
providing more granular and higher-yielding loan opportunities; deepens our
local banking efforts in dynamic Middle Tennessee offering access into the fast-growing
Rutherford County market; and creates additional scale allowing us to serve
larger relationships, diversify our risks, and increase shareholder value and
liquidity. We look forward to working with First
National Bank and Bank of Waynesboro employees and serving their customers and
communities.”
Under the terms of
the merger agreements, FCB and BOW shareholders will receive 3,634,218 CapStar common shares and
$26.4 million in cash, subject
to certain adjustments, totaling $85.1 million based on the closing price of
CapStar’s common stock on January 22, 2020. CapStar expects the
transaction to be approximately 5% and 14% accretive to earnings per common
share in 2020 and 2021, respectively, and tangible book value per share
dilution that is anticipated to be earned back in less than three years. Pending regulatory and
shareholder approvals and the satisfaction of certain other customary closing
conditions, the acquisition is expected to be finalized in late second or early
third quarter of 2020.
“We
are excited to partner with CapStar”, said Timothy L. Spry, President and Chief
Executive Officer of The First National Bank of Manchester. “In their recent partnership
with Athens Federal, CapStar demonstrated a deep commitment to their employees,
customers, and local community. We
believe this combination will better align our resources, expand our product
offerings and technology solutions, and enhance our financial strength allowing
us to better serve our markets.”
“CapStar is the very
best partner for us to create the most trusted community bank in the
communities we serve,” said William B. Bryant, President and CEO of The Bank of Waynesboro. “With
Ken Webb and other members of their team being from South Central, Tennessee,
CapStar has unique local knowledge of our markets and will help us continue to
provide outstanding customer service to our existing customers as well as
expand our reach to new customers in bigger and better ways.”
Keefe,
Bruyette & Woods, Inc. served as financial advisor and Wachtell, Lipton,
Rosen, & Katz served as legal advisor to CapStar. ProBank
Austin served as financial advisor and Butler Snow LLP served as legal advisor to FCB. Mercer Capital
rendered a fairness
opinion to the special committee of the board of directors of BOW.
In addition to the information contained
within this press release, an investor presentation has been posted to
CapStar’s website (www.capstarbank.com).
Webcast and Conference Call Information
CapStar Financial Holdings, Inc. will host a
conference call to discuss the announced transactions and company’s financial
results at 8:30 a.m. CT on Friday, January 24, 2020. An online replay will be
available approximately an hour following the conclusion of the live broadcast.
About CapStar Financial Holdings,
Inc.
CapStar Financial
Holdings, Inc. is a bank holding company headquartered in Nashville,
Tennessee and operates primarily through its wholly owned
subsidiary, CapStar Bank. CapStar
Bank, with assets of $2.03 billion, provides a relationship-based banking
experience to small to mid-sized private businesses, professionals, and
individuals. Focused on delivering superior flexibility, responsiveness, and
customer service, CapStar
serves customers through highly-skilled employees, digital channels, as well as
13 locations in seven Tennessee counties. The bank was recognized by Greenwich
Associates, an international marketing firm, as a national Customer Experience
Leader for U.S. Commercial Small Business Banking, U.S. Commercial Middle
Market Banking, and U.S. Retail Banking.
For more information about CapStar, please
visit www.capstarbank.com.
About The First National Bank of Manchester
The First National Bank of
Manchester, with assets of $292 million, was chartered on August 2, 1900 and
has operated continuously in Coffee County. The bank’s primary mission has been
to serve the banking needs of its local community, and this mission continues
to be the primary driving force behind the bank today. Today, it operates four locations across
Cannon, Coffee, and Rutherford Counties.
For more information about The First
National Bank of Manchester, please visit www.fnbmwm.com.
About The Bank of Waynesboro
The Bank of Waynesboro, with
assets of $175 million, was chartered on February 16, 1904 and has operated
continuously in Wayne County. The bank’s core values center around a strong
commitment to customer service and extensive contributions to a vast number of
community activities. Today, it operates
five locations in Lawrence and Wayne Counties.
For more information about The Bank of
Waynesboro, please visit www.thebankofwaynesboro.com.
A Franklin County man is in custody after allegedly shooting his wife and his two children Saturday afternoon.
Coffee County Sheriff’s Department authorities are asking for the public’s help to find a Polaris Ranger XP900 side-by-side that was stolen from the Pea Ridge Rd. area early Friday morning. Anyone with information about this stolen Ranger is encouraged to contact CCSD investigator Sgt. Laura Nettles at 931-570-4425. 
Manchester Police Department held a retirement ceremony for one of its canine officers Friday at City Hall.
