8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 23, 2020

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Tennessee	001-37886	81-1527911
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1201 Demonbreun Street, Suite 700 Nashville, Tennessee		37203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (615) 732-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CSTR	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

ITEM 8.01. Other Events.

Press Release and Investor Presentation

On January 23, 2020, CapStar Financial Holdings, Inc., a Tennessee corporation (“CapStar”) issued a press release announcing (i) entry into an Agreement and Plan of Merger with FCB Corporation, a Tennessee corporation (“FCB”) and (ii) entry, along with CapStar’s wholly owned bank subsidiary, CapStar Bank, a Tennessee chartered bank, into a Plan of Bank Merger, with The Bank of Waynesboro, a Tennessee chartered bank (“BOW”). A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition, CapStar provided supplemental information regarding the proposed transactions in connection with presentations to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

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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.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of CapStar Financial Holdings, Inc.
99.2	Investor Presentation regarding the announced merger agreement between CapStar Financial Holdings, Inc. and FCB Corporation and the announced merger agreement among CapStar Financial Holdings, Inc., CapStar Bank and The Bank of Waynesboro

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAPSTAR FINANCIAL HOLDINGS, INC.
	By:	/s/ Robert B. Anderson
	Name:	Robert B. Anderson
Date: January 23, 2020	Title:	Chief Financial Officer and Chief Administrative Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CapStar Bank, The First National Bank of Manchester, and The Bank of Waynesboro

Agree to Merge

Two high-performing institutions join growing Tennessee franchise

NASHVILLE, Tenn. Jan. 23, 2020 (GLOBE NEWSWIRE) — CapStar Financial Holdings, Inc. (“CapStar”) (NASDAQ: CSTR), the parent company of CapStar Bank, announced today the signing of definitive merger agreements with FCB Corporation (“FCB”), its wholly owned subsidiary The First National Bank of Manchester (“FNBM”), 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 whom 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. CapStar expects the transaction to be approximately 5% and 14% accretive to earnings per common share in 2020 and 2021, respectively, and tangible book value per share dilution that is anticipated to be earned back in less than three years. 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.

“We are excited to partner with CapStar”, said Timothy L. Spry, President and Chief Executive Officer of The First National Bank of Manchester. “In their recent partnership with Athens Federal, CapStar demonstrated a deep commitment to their employees, customers, and local community. We believe this combination will better align our resources, expand our product offerings and technology solutions, and enhance our financial strength allowing us to better serve our markets.”

“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.”

Keefe, Bruyette & Woods, Inc. served as financial advisor and Wachtell, Lipton, Rosen, & Katz served as legal advisor to CapStar. ProBank Austin served as financial advisor and Butler Snow LLP served as legal advisor to FCB. Mercer Capital rendered a fairness opinion to the special committee of the board of directors of BOW.

In addition to the information contained within this press release, an investor presentation has been posted to CapStar’s website (www.capstarbank.com).

Webcast and Conference Call Information

CapStar Financial Holdings, Inc. will host a conference call to discuss the announced transactions and company’s financial results at 8:30 a.m. CT on Friday, January 24, 2020. An online replay will be available approximately an hour following the conclusion of the live broadcast.

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. CapStar Bank, with assets of $2.03 billion, provides a relationship-based banking experience to small to mid-sized private businesses, professionals, and individuals. Focused on delivering superior flexibility, responsiveness, and customer service, CapStar serves customers through highly-skilled employees, digital channels, as well as 13 locations in seven Tennessee counties. The bank was recognized by Greenwich Associates, an international marketing firm, as a national Customer Experience Leader for U.S. Commercial Small Business Banking, U.S. Commercial Middle Market Banking, and U.S. Retail Banking.

For more information about CapStar, please visit www.capstarbank.com.

About The First National Bank of Manchester

The First National Bank of Manchester, with assets of $292 million, was chartered on August 2, 1900 and has operated continuously in Coffee County. The bank’s primary mission has been to serve the banking needs of its local community, and this mission continues to be the primary driving force behind the bank today. Today, it operates four locations across Cannon, Coffee, and Rutherford Counties.

For more information about The First National Bank of Manchester, please visit www.fnbmwm.com.

About The Bank of Waynesboro

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.

For more information about The Bank of Waynesboro, please visit www.thebankofwaynesboro.com.

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 the control of CapStar. 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 Securities and Exchange Commission (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 transaction; 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’s 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.

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.

For more information:

Rob Anderson

Chief Financial Officer

Capstar Bank

(615) 732-6470

Bill Bryant

President and Chief Executive Officer

The Bank of Waynesboro

(931) 244-8476

Tim Spry

President and Chief Executive Officer

The First National Bank of Manchester

(615) 563-8011

EX-99.2

Strengthening our Middle Tennessee Banking Franchise January 24, 2020 Exhibit 99.2

Disclaimer Terminology The terms “we,” “our,” “us,” “the Company,” “CSTR” and “CapStar” that appear in this presentation refer to CapStar Financial Holdings, Inc. and its wholly-owned subsidiary, CapStar Bank. The terms “CapStar Bank,” “the bank” and “our bank” that appear in this presentation refer to CapStar Bank. Contents of Presentation Except as is otherwise expressly stated in this presentation, the contents of this presentation are presented as of the date on the front cover of this presentation. Market Data Market data used in this presentation has been obtained from government and independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. CSTR did not commission the preparation of any of the sources or publications referred to in this presentation. CSTR has not independently verified the data obtained from these sources, and, although CSTR believes such data to be reliable as of the dates presented, it could prove to be inaccurate. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this presentation. Non-GAAP Disclaimer This presentation includes the following financial measures that have been prepared other than in accordance with generally accepted accounting principles in the United States (“non-GAAP financial measures”): pre-tax, pre-provision net income, pre-tax, pre-provision return on average assets, tangible equity, tangible common equity, tangible assets, return on average tangible equity, return on average tangible common equity, book value per share (as adjusted), tangible book value per share (as reported and as adjusted), tangible equity to tangible assets, tangible common equity to tangible assets and adjusted shares outstanding at end of period. CSTR non-GAAP financial measures (i) provide useful information to management and investors that is supplementary to its financial condition, results of operations and cash flows computed in accordance with GAAP, (ii) enable a more complete understanding of factors and trends affecting the Company’s business, and (iii) allow investors to evaluate the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators; however, CSTR acknowledges that its non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. See the Appendix to this presentation for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

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 the control of CapStar Financial Holdings, Inc. (“CapStar”). 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 Securities and Exchange Commission (the “SEC”), as well as the possibility that expected benefits of the proposed transaction 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 Corporation’s (“FCB”) and The Bank of Waynesboro’s (“BOW”) 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 transaction; and diversion of management time on merger-related matters. These risks, as well as other risks associated with the proposed transaction, 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’s 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.   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 Financials Holding, Inc., 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations or by calling (615) 732-6455. Safe Harbor Statements

Key Financial Impacts: 4.6% tangible book value dilution ~5% EPS accretion in 2020 ~14% EPS accretion in 2021 <3 year tangible book value earnback Accretive to NIM, efficiency ratio, and ROA Transaction Rationale Addition of two high-performing banking institutions, each with 115+ year histories Expands local banking efforts in dynamic Middle Tennessee providing access into fast-growing Rutherford County Strengthens funding capabilities and liquidity profile Improves loan granularity and yield Creates additional scale allowing for larger relationships, diversify risks, and increase shareholder liquidity Attractively priced at 12.6x LTM earnings and 139% of TBV Strategic Rationale Financially Attractive CapStar (13) CapStar Knoxville Expansion FCB Corp. (9)

Transaction Summary Assumes the CSTR closing price per share of $16.15 as of January 22, 2020 Based on the Aggregate Consideration of 3,634,218 CSTR shares plus $26.4 million in cash and the CSTR closing price of $16.15 as of January 22, 2020 Buyer Seller Aggregate Consideration Pro Forma Ownership Board Representation Required Approvals Expected Closing CapStar Financial Holdings, Inc. (“CapStar” or “CSTR”) FCB Corporation (“FCB”), which owns 100% of The First National Bank of Manchester (“FNBM”) and 50.6% of The Bank of Waynesboro (“BOW”) CSTR is also purchasing the remaining 49.4% minority ownership stake in BOW 3,634,218 CSTR shares and $26.4 million in cash consideration Consideration mix: 69.0% Stock / 31.0% Cash (1) Transaction Value (2) Calculated aggregate transaction value of $85.1 million CapStar: 83.5% FCB and BOW minority owners: 16.5% CapStar to add one (1) FCB, FNBM or BOW director to its Board Customary regulatory and board approvals Shareholder approvals for FCB and BOW Anticipated closing late 2nd quarter / early 3rd quarter of 2020

Overview of FCB, FNB Manchester, & Waynesboro Company Overview Pro Forma Branch Footprint Bank level financials; combined balance shown as simple summation NPAs / Assets defined as (Nonaccrual Loans + OREO) / Total Assets County deposit market information as of 6/30/2019; Weighted average presented on a County level Source: S&P Global Market Intelligence; Financial data as of September 30, 2019 and December 31, 2019 where available FNBM headquartered in Manchester, TN BOW headquartered in Waynesboro, TN 9 branches across Middle Tennessee Company Detail Balance Sheet Position (EOP) Capital and Credit Annualized Profitability Metrics Wayne County Lawrence County Rutherford County Cannon County Coffee County CapStar (13) Knoxville (1) FCB Corp. (9) The First National Bank of Manchester FCB Corporation Market Demographics by County (3) The Bank of Waynesboro

The proposed transaction will create a ~$2.5 billion asset pro forma financial services franchise with enhanced profitability that is well-capitalized to support future organic and acquisitive growth Meaningful Presence in Key Tennessee Markets Deposit Market Share - Tennessee Pro Forma Tennessee Market Position (1) Source: S&P Global Market Intelligence; Deposit data as of June 30, 2019 presented pro forma for pending or recently completed transactions Banks and thrifts headquartered in Tennessee with total assets $1 billion - $10 billion; financial data as of or for the quarter or twelve months ended September 30, 2019 Pro forma CapStar ROAA based on estimated 2021 information and fully phased-in cost savings

Diversifies concentrations across industry and geography Greater scale will accelerate improvements in efficiency and profitability High Performing Community Banking Franchises Combined; excludes any potential purchase accounting adjustments Tennessee community bank peers includes Tennessee headquartered banks and thrifts with total assets between $150 million and $300 million Source: S&P Global Market Intelligence; Financial data as of September 30, 2019 and December 31, 2019 where available Note: Bank of Waynesboro and First National Bank of Manchester bank level data Key Loans & Leases HFI: $1,420 mm Yield on Loans: 5.24% CSTR – 4Q19 FNBM – 4Q19 Combined (1) BOW – 4Q19 Loans & Leases HFI: $119 mm Yield on Loans: 6.54% Loans & Leases HFI: $202 mm Yield on Loans: 6.01% Loans & Leases HFI: $1,742 mm Yield on Loans: 5.42% Construction Residential R.E. Non Owner-Occ. R.E. Commercial & Industrial Consumer Loans Owner Occ. R.E. Other Pro Forma Loan Composition MRQ ROAA (%) MRQ ROATCE (%) (2) (2)

Attractive Funding Profile Source: S&P Global Market Intelligence; Financial data as of September 30, 2019 and December 31, 2019, where available Note: Bank of Waynesboro and First National Bank of Manchester bank level data Banks and thrifts headquartered in Tennessee with total assets $1 billion - $10 billion Combined, excludes any potential purchase accounting adjustments High quality deposit franchise with a substantially lower cost of deposits on a MRQ basis Acquisition improves CapStar’s MRQ cost of deposits 9 bps on a combined basis Reduces proportion of higher-cost Jumbo time deposits by ~82 bps Pro forma liquidity profile well-positioned to support future growth CSTR – 4Q19 FNBM – 4Q19 Combined (2) Total Deposits: $252 mm Cost of Total Deposits: 0.83% Gross Loans / Deposits: 80.3% Total Deposits: $2,133 mm Cost of Total Deposits: 1.18% Gross Loans / Deposits: 81.6% Key Total Deposits: $1,729 mm Cost of Total Deposits: 1.27% Gross Loans / Deposits: 82.0% BOW – 4Q19 Total Deposits: $151 mm Cost of Total Deposits: 0.76% Gross Loans / Deposits: 78.9% Pro Forma Deposit Composition MRQ Cost of Total Deposits (%) % non IB Deposits 18.0 22.7% 21.3% 18.8% 18.2% 9 basis point improvement (1) Non-interest Bearing Transaction Accounts MMDA & Savings Time < $100k Time > $100k

Transaction Multiples and Key Assumptions Assumes the CSTR closing price per share of $16.15 as of January 22, 2020 Core deposits defined as total deposits less time deposits > $100,000 Transaction Multiples (1) Cost Savings One-time Transaction Costs Core Deposit Intangible Tax Rate Purchase Accounting / Fair Value Marks 12.6x LTM Net Income 139% Tangible Common Equity Core deposit premium of 7.8% (2) Pre-tax cost savings of approximately 25% of consolidated non-interest expense Phased-in at approximately 25% in 2020; 100% thereafter $7.1 million of total pre-tax costs Fully accounted for in pro forma TBV computation 1.92% core deposit intangible on non-time deposits Amortized sum-of-years digits over 10 years 21% effective tax rate on transaction adjustments Gross credit mark on loans and ORE of ($4.1) million Loan interest rate write-up of $1.1 million Other purchase accounting FMV adjustments equate to a net write-up of $2.1 million

Estimated Pro Forma Financial Impact Tangible Book Value per Share Returns < 3 Years 4.6% TBVPS dilution at close Fully accounts for one-time deal costs <3 yr earnback using the cross-over method CSTR Pro Forma 2020 2021 ~5% ~14% IRR 2021e ROAA > 20% 12/31/19 Loans 12/31/19 Deposits Pro Forma Capital Position ~$1.4Bn CSTR Stand-alone Combined ~$1.7bn ~$2.1bn CSTR Stand-alone Combined ~12.1% ~11.2% TCE / TA TRBC Ratio ~1.13% ~1.25% CSTR Stand-alone Pro Forma EPS Accretion (1) Accretion based upon analyst consensus estimates as of January 22, 2020; Excludes one-time merger related transaction expenses Source: S&P Global Market Intelligence; FACTSET CSTR Pro Forma ~14.3% ~13.7% At Close ~$1.7Bn +22% +23%

Summary Addition of two high-performing institutions that accelerates the vision of becoming a leading regional financial services provider Logical, expansion in dynamic Middle Tennessee complementing CapStar’s existing Nashville and Eastern Tennessee footprint Strengthens funding capabilities, diversifies loan portfolio, and provides scale allowing for larger relationships and improved shareholder liquidity Low-risk transaction given management continuity, proven credit risk management and comprehensive due diligence process Financially compelling transaction, resulting in double-digit earnings accretion, manageable tangible book value dilution and earnback, and a strong pro forma capital position