CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective July 1, 2020, following the FCB Merger, to the Plan of Bank Merger, dated as of January 23, 2020 (the BOW Merger Agreement, and together with the FCB Merger Agreement, the Merger Agreements), by and among CapStar, CapStar Bank and The Bank of Waynesboro, a Tennessee chartered bank (BOW), BOW was merged with and into CapStar Bank, with CapStar Bank continuing as the surviving entity (the BOW Merger, and together with the FCB Merger, the Mergers).
On the terms and subject to the conditions set forth in the BOW Merger Agreement, at the effective time of the BOW Merger, shares of common stock, par value $10.00 per share, of BOW (BOW Common Stock) issued and outstanding immediately prior to the completion of the BOW Merger (other than shares of BOW Common Stock owned or held by CapStar, CapStar Bank, BOW and their subsidiaries (in each case, other than shares of BOW Common Stock held in a fiduciary or agency capacity or in satisfaction of debts previously contracted)) were collectively converted into the right to receive in the aggregate 664,800 shares of CapStar Common Stock, with cash (without interest) in lieu of fractional shares, and $5,096,990.31 in cash, without interest.
The foregoing descriptions of the Merger Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of the Merger Agreements, copies of which were attached as Exhibits 2.1 and 2.2 to CapStars Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 29, 2020, and the terms of which are incorporated herein by reference.
Item 8.01. Other Events.
On July 1, 2020, CapStar issued a press release announcing the completion of the Mergers, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
As permitted by Item 9.01(a)(4) of Form 8-K, the financial information required by this item is not being filed herewith. Historical financial information, to the extent required by this Item 9.01, will be filed no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.
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