CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01.

Voting and Support Agreements of Certain FCB Shareholders

Concurrently with the execution of the FCB Merger Agreement, each of CapStar and FCB entered into voting and support agreements (the “FCB Voting and Support Agreements”) with all the directors of FCB (in their capacities as shareholders of FCB) and a shareholder of FCB, in which each such person agreed, on the terms and subject to the conditions set forth therein, to vote the shares of FCB Common Stock beneficially owned by him or her (subject to certain adjustments in the case of the directors of FCB (in their capacities as shareholders of FCB)) in favor of the FCB Merger Agreement and against any proposal made in competition with the FCB Merger, as well as to certain other customary restrictions with respect to the voting and transfer of his or her shares of FCB Common Stock. The foregoing description of the FCB Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the FCB Voting and Support Agreements, forms of which for directors of FCB and a shareholder of FCB are included as Exhibit A-1 and Exhibit A-2, respectively, to the FCB Merger Agreement attached hereto as Exhibit 2.1 and are incorporated herein by reference.

Voting and Support Agreements of Certain BOW Shareholders

Concurrently with the execution of the BOW Merger Agreement, each of CapStar and BOW entered into voting and support agreements (the “BOW Voting and Support Agreements”) with all the directors of BOW (in their capacities as shareholders of BOW), in which each such person agreed, on the terms and subject to the conditions set forth therein, to vote the shares of BOW Common Stock beneficially owned by him or her in favor of the BOW Merger Agreement and against any proposal made in competition with the BOW Merger, as well as to certain other customary restrictions with respect to the voting and transfer of his or her shares of BOW Common Stock. The foregoing description of the BOW Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the BOW Voting and Support Agreements, a form of which is included as Exhibit A to the BOW Merger Agreement attached hereto as Exhibit 2.2 and is incorporated herein by reference.

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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.

(d) Exhibits.

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CapStar Financial Holdings, Inc. Exhibit
EX-2.1 2 d824764dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF January 23,…
To view the full exhibit click here

About CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR)

CapStar Financial Holdings, Inc. is a bank holding company. The Company operates primarily through its subsidiary, CapStar Bank. CapStar Bank is a commercial bank. The Company’s lines of business include commercial and industrial, commercial real estate, healthcare, correspondent banking, personal and private banking and wealth management, and mortgage banking. Its products and services include commercial and industrial loans to small and medium sized businesses, with a particular focus on businesses operating in the healthcare industry; commercial real estate loans; private banking and wealth management services for the owners and operators of business clients and other high net worth individuals, and correspondent banking services. As of June 30, 2016, the Company had seven locations, five of which are retail bank branches and two of which are mortgage origination offices.