CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
On September 9, 2019, CapStar Financial Holdings, Inc. (the Company) and certain directors and officers of the Company entered into a Securities Purchase Agreement (the Agreement) to purchase 356,910 shares of common stock, par value $1.00 per share (the Common Stock), of the Company (the Shares) from funds managed by Corsair Investments, L.P. (Corsair). The purchase price of $15.41 per Share represents the closing price per share of Common Stock as reported by the Nasdaq Global Select Market for the trading day ended September 5, 2019 and resulted in an aggregate purchase price of approximately $5.50 million for the Shares (the Purchase Price). The purchase and sale of the Shares was consummated on September 9, 2019, and the Company paid for its portion of the Purchase Price from available cash.
The Agreement contains customary representations, warranties, covenants, agreements and conditions to closing. The representations, warranties, covenants and agreements set forth in the Agreement were made only for purposes of the Agreement, as of the date of the Agreement and solely for the benefit of the parties to the Agreement.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this Report) and is incorporated herein by reference.
Item 7.01 Regulation FD.
On September 9, 2019, the Company issued a press release announcing the purchase and sale of the Shares. A copy of the press release is furnished as Exhibit 99.1 to this Report.
The information disclosed under Item 1.01 of this Report is incorporated by reference into this Item 7.01.
Item 9.01. Financial Statements and Exhibits
|99.1||Press Release, dated September 9, 2019, issued by CapStar Financial Holdings, Inc.|
No Offer or Sale
This Report does not constitute an offer to sell or a solicitation of an offer to buy shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.