INVESTAR HOLDING CORPORATION (NASDAQ:ISTR) Files An 8-K Entry into a Material Definitive Agreement

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INVESTAR HOLDING CORPORATION (NASDAQ:ISTR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On March16, 2017, Investar Holding Corporation (Investar) and its
wholly-owned subsidiary, Investar Bank, Baton Rouge, Louisiana,
entered into an underwriting agreement (the Underwriting
Agreement) with Sandler ONeill Partners, L.P., as representative
of the several underwriters named therein (the Underwriters), to
which the Company agreed to offer and sell 1,411,765 shares of
its common stock, $1.00 par per share (the Common Stock), at a
public offering price of $21.25 per share in an underwritten
public offering (the Offering). to the Underwriting Agreement,
Investar also granted the Underwriters a 30-day option to
purchase up to an additional 211,765 shares of its Common Stock,
and as of this date, the Underwriters have not exercised the
option.

The Offering is expected to close on or about March22, 2017,
subject to satisfaction of customary closing conditions. Investar
estimates that the net proceeds of the Offering to Investar will
be approximately $28.4million, after deducting underwriting
discounts and commissions and estimated offering expenses that
are payable by Investar, and before giving effect to the option
to purchase additional shares, if exercised. Investar expects to
use the net proceeds from Offering for general corporate
purposes, including investments in Investar Bank and potential
strategic acquisitions.

The offer and sale of the Common Stock was registered under the
Securities Act of 1933, as amended, under an effective shelf
registration statement on Form S-3 (File No.333-215238), which
was first filed with the Securities and Exchange Commission on
December22, 2016 (the Registration Statement). The offer and sale
of the Common Stock are described in Investars prospectus,
constituting a part of the Registration Statement, as
supplemented by a final prospectus supplement dated March17,
2017. Exhibits 5.1 and 23.1 to this Current Report on Form 8-K,
the legal opinion and consent, respectively, of Fenimore, Kay,
Harrison Ford, LLP, are filed herewith in connection with the
Companys Registration Statement and are incorporated therein.

The Underwriting Agreement contains customary representations,
warranties and covenants between the parties, conditions to
closing, indemnification obligations and termination provisions.
These representations, warranties and covenants are valid as
between the parties and as of the date of entering into such
Agreement, and are not factual information to investors about the
Company. The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached as Exhibit
1.1 to this Current Report on Form 8-K and incorporated herein by
reference.

to the Underwriting Agreement, directors and executive officers
of Investar entered into agreements providing for a 90-day
lock-up period with respect to sales of shares of common stock of
Investar, subject to certain customary exceptions.

Item8.01 Other Events.

On March16, 2017, Investar issued a press release announcing the
pricing of the Offering. A copy of that press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

Important Information

This Current Report on Form8-K,including the Exhibits hereto,
does not constitute an offer to sell or the solicitation of an
offer to buy any securities of Investar, which is being made only
by means of a written prospectus meeting the requirements of
Section10 of the Securities Act of 1933, as amended, nor shall
there be any sale of Investars securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.

Forward-Looking Statements

This Current Report on Form8-Kand the Exhibits hereto contain
forward-looking statements within the meaning of Section27A of
the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements reflect the current views of Investars
management with respect to, among other things, future events and
Investars financial performance. These statements are often, but
not always, made through the use of words or phrases such as may,
should, could, predict, potential, believe, will likely result,
expect,

continue, will, anticipate, seek, estimate, intend, plan,
project, pro forma, forecast, goal, target, would and outlook, or
the negative variations of those words or other comparable words
of a future or forward-looking nature. These forward-looking
statements are not historical facts, and are based on current
expectations, estimates and projections about Investars industry,
managements beliefs and certain assumptions made by management,
many of which, by their nature, are inherently uncertain and
beyond Investars control. Accordingly, Investar cautions you that
any such forward-looking statements are not guarantees of future
performance and are subject to risks, assumptions and
uncertainties that are difficult to predict. Although Investar
believes that the expectations reflected in these forward-looking
statements are reasonable as of the date made, actual results may
prove to be materially different from the results expressed or
implied by the forward-looking statements. Factors that could
cause actual results to differ materially from Investars
expectations include successfully implementing its growth
strategy, including identifying acquisition targets and
consummating suitable acquisitions; continuing to sustain
internal growth rate; providing competitive products and services
that appeal to its customers and target market; continuing to
have access to debt and equity capital markets and achieving its
performance goals. The foregoing list of factors is not
exhaustive. If one or more events related to these or other risks
or uncertainties materialize, or if Investars underlying
assumptions prove to be incorrect, actual results may differ
materially from what Investar anticipates. Accordingly, you
should not place undue reliance on any such forward-looking
statements. Any forward-looking statement speaks only as of the
date on which it is made, and Investar does not undertake any
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise. New risks and uncertainties arise from
time to time, and it is not possible for us to predict those
events or how they may affect us. In addition, Investar cannot
assess the impact of each factor on its business or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements.

Item9.01. Financial Statements and Exhibits.

ExhibitNo.

Description

1.1 Underwriting Agreement, dated March16, 2017, among Investar
Holding Corporation, Investar Bank and Sandler ONeill
Partners, L.P. as representative of the underwriters named
therein
5.1 Opinion of Fenimore, Kay, Harrison Ford, LLP
23.1 Consent of Fenimore, Kay, Harrison Ford, LLP (included in
Exhibit 5.1)
99.1 Press release, dated March16, 2017, announcing the pricing of
the Offering


About INVESTAR HOLDING CORPORATION (NASDAQ:ISTR)

Investar Holding Corporation is financial holding company that conducts its operations through, Investar Bank (the Bank), which is a commercial bank. The Company offers a range of commercial and retail lending products throughout its market areas, including business loans to small to medium-sized businesses, as well as loans to individuals. It serves its primary markets of Baton Rouge, New Orleans, Hammond and Lafayette, Louisiana, and their surrounding metropolitan areas from its office located in Baton Rouge and from approximately 10 additional service branches. The Bank’s other banking services include cashiers’ checks, direct deposit of payroll and Social Security checks, night depository, bank-by-mail, automated teller machines with deposit automation and debit cards. The Company’s business lending products include owner-occupied commercial real estate loans, construction loans, and commercial and industrial loans, such as term loans, equipment financing and lines of credit.

INVESTAR HOLDING CORPORATION (NASDAQ:ISTR) Recent Trading Information

INVESTAR HOLDING CORPORATION (NASDAQ:ISTR) closed its last trading session up +0.25 at 22.00 with 18,694 shares trading hands.

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