CapStar Financial Holdings, Inc., the parent company of CapStar Bank, recently announced the signing of definitive merger agreements with FCB Corporation, its wholly owned subsidiary The First National Bank of Manchester (FMBW), and The Bank of Waynesboro (BOW), providing for FCB to merge with and into CapStar and for FNBM and BOW to merge with and into CapStar Bank. As of December 31, 2019, FCB and BOW had total combined assets of $467 million. Upon completion of the transaction, CapStar is expected to have total consolidated assets of approximately $2.5 billion.
“We are pleased to join forces with these outstanding organizations who have proudly served their communities for over 115 years and rank among Tennessee’s highest performers on Net Interest Margin and Return on Assets,” said Timothy K. Schools, President and CEO of CapStar. “This strategic partnership will mutually benefit each of the companies’ employees, customers, and shareholders. Importantly, the combination continues to strengthen CapStar’s funding capabilities while providing more granular and higher-yielding loan opportunities; deepens our local banking efforts in dynamic Middle Tennessee offering access into the fast-growing Rutherford County market; and creates additional scale allowing us to serve larger relationships, diversify our risks, and increase shareholder value and liquidity. We look forward to working with First National Bank and Bank of Waynesboro employees and serving their customers and communities.”
Under the terms of the merger agreements, FCB and BOW shareholders will receive 3,634,218 CapStar common shares and $26.4 million in cash, subject to certain adjustments, totaling $85.1 million based on the closing price of CapStar’s common stock on January 22, 2020. Pending regulatory and shareholder approvals and the satisfaction of certain other customary closing conditions, the acquisition is expected to be finalized in late second or early third quarter of 2020.
“CapStar is the very best partner for us to create the most trusted community bank in the communities we serve,” said William B. Bryant, President and CEO of The Bank of Waynesboro. “With Ken Webb and other members of their team being from South Central Tennessee, CapStar has unique local knowledge of our markets and will help us continue to provide outstanding customer service to our existing customers as well as expand our reach to new customers in bigger and better ways.”
“The Bank of Waynesboro and our shareholders agree that this merger is the right thing to do and it is the right time to do it,” said Bryant in a comment to The Wayne County News. “As with any business transactions of this nature, there will be changes within our banks, and some positions will be eliminated. However, it is entirely possible that the employees whose positions are eliminated will be able to move into other positions and take on different responsibilities in the bank.”
The Bank of Waynesboro, with assets of $175 million, was chartered on February 16, 1904 and has operated continuously in Wayne County. The bank’s core values center around a strong commitment to customer service and extensive contributions to a vast number of community activities. Today, it operates five locations in Lawrence and Wayne Counties.