CapStar Financial Holdings, Inc. Announces Completion of $30 Million Subordinated Notes Offering
June 29 2020 - 4:55PM
CapStar Financial Holdings, Inc. (“CapStar”, the “Company”)
(NASDAQ: CSTR) today announced the completion of a private
placement of $30 million of 5.25% fixed-to-floating rate
subordinated notes due 2030 (the “Notes”) to certain qualified
institutional buyers and accredited investors.
The Notes are unsecured and have a ten-year term, maturing June
30, 2030, and will bear interest at a fixed annual rate of 5.25%,
payable semi-annually in arrears, for the first five years of the
term. Thereafter, the interest rate will reset quarterly to an
interest rate per annum equal to a benchmark rate (which is
expected to be Three-Month Term SOFR) plus 513 basis points,
payable quarterly in arrears.
The Notes have been structured to qualify as Tier 2 capital for
CapStar for regulatory capital purposes. CapStar intends to use the
net proceeds of the offering to fund cash consideration for CapStar
Bank’s pending mergers with The First National Bank of Manchester
and The Bank of Waynesboro and for general corporate purposes.
Piper Sandler & Co. served as sole placement agent for this
offering. Nelson Mullins Riley & Scarborough LLP served as
legal counsel to CapStar and Troutman Sanders LLP served as legal
counsel to the placement agent.
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation to buy any
securities. The offering of the Notes in the private placement was
not registered under the Securities Act of 1933, as amended, or any
state securities law, and the Notes may not be offered or sold in
the United States absent registration, or applicable exemption from
registration, under the Securities Act and applicable state
securities laws.
The indebtedness evidenced by the Notes is not a deposit and is
not insured by the Federal Deposit Insurance Corporation or any
other government agency or fund.
ABOUT CAPSTAR FINANCIAL HOLDINGS, INC.CapStar Financial
Holdings, Inc. is a bank holding company headquartered in
Nashville, Tennessee and operates primarily through its wholly
owned subsidiary, CapStar Bank, a Tennessee-chartered state bank.
CapStar Bank is a commercial bank that seeks to establish and
maintain comprehensive relationships with its clients by delivering
customized and creative banking solutions and superior client
service. As of March 31, 2020, on a consolidated basis, CapStar had
total assets of $2.07 billion, gross loans of $1.45 billion, total
deposits of $1.76 billion, and shareholders’ equity of $275.8
million. Visit www.capstarbank.com for more information.
FORWARD-LOOKING STATEMENTSAll 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 press release, includes the intended use of proceeds of the
offering. 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 timing and occurrence or non-occurrence
of events that may be subject to circumstances beyond our control;
general economic conditions and trends, either nationally or
locally; conditions in the securities markets; changes in interest
rates; changes in deposit flows, and in the demand for deposit,
loan, and investment products and other financial services; changes
in real estate values; changes in the quality or composition of our
loan or investment portfolios; changes in competitive pressures
among financial institutions or from non‐financial institutions;
the amount of costs, fees, expenses, and charges related to the
Company’s completed and pending acquisitions; changes in
management’s plans for the future; and our ability to realize
related revenue synergies and cost savings within expected time
frames; changes in legislation, regulations, and policies; other
competitive, economic, political, and market factors affecting the
Company’s business, operations, pricing, products, and services;
and a variety of other matters which, by their nature, are subject
to significant uncertainties and/or are beyond our control. 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 Form 10-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.
For more information, contact:Tim SchoolsPresident and Chief
Executive Officer(615) 732-7449
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