| Item 7.01 | Regulation FD Disclosure. |
On June 15, 2020, CapStar Financial Holdings, Inc. (the “Company”) received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger transaction between the Company and FCB Corporation (“FCB”). On June 12, 2020, the Company’s wholly owned subsidiary, CapStar Bank, received regulatory approval from the Tennessee Department of Financial Institutions for the previously announced mergers of The First National Bank of Manchester, FCB’s wholly owned bank subsidiary, with and into CapStar Bank, with CapStar Bank as the surviving entity and The Bank of Waynesboro, FCB’s majority owned bank subsidiary, with and into CapStar Bank, with CapStar Bank as the surviving entity.
On April 30, 2020, FCB and The Bank of Waynesboro received approval from their respective shareholders with respect to the respective merger.
The mergers are expected to close in the late second to early third quarter of 2020, subject to the satisfaction of customary closing conditions.
On June 16, 2020, Timothy K. Schools, President and Chief Executive Officer of the Company, informed the Company that he was self-quarantining at home following testing positive for theCOVID-19 virus. Mr. Schools’ mild symptoms have subsided. He is working remotely and has continued to perform his duties without interruption.
The information furnished herewith pursuant to this Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. Forward-looking statements generally can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions and, in this Current Report on Form8-K, includes the expected closing date of the FCB mergers. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the parties to terminate the merger agreements. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. Any forward-looking statement made in this filing speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of the Company’s control and could cause future events or results to be materially different from those stated or implied in this document, or to not occur at all, including among others, risk factors that are described in this filing and in the Company’s Annual Report on Form10-K and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.
