Reliant Bancorp to buy Tennessee Community Bank Holdings for $37.2M
Reliant Bancorp announced that it has entered into a definitive agreement to acquire Tennessee Community Bank Holdings, the parent company for Community Bank & Trust located in Ashland City, Tennessee, in an approximately 50% stock and 50% cash transaction. The proposed transaction will create the third largest community bank by deposits headquartered in the Nashville-Davidson-Murfreesboro-Franklin, TN Metropolitan Statistical Area. On a pro forma basis as of June 30, 2019, the combined company would have assets of approximately $2.0 billion, deposits of approximately $1.8 billion, gross loans of approximately $1.5 billion, and would operate 22 full-service branches throughout Middle Tennessee and Chattanooga. The merger agreement provides for the merger of TCB Holdings with and into Reliant, with Reliant to be the surviving company. Under the terms of the merger agreement, shareholders of TCB Holdings will receive 0.769 shares of Reliant common stock (subject to adjustment under certain circumstances provided for in the merger agreement) and $17.13 in cash in exchange for each share of TCB Holdings common stock. The 24,450 outstanding options to acquire TCB Holdings common stock are to be cashed out, which equates to additional consideration of approximately $0.40 million. Based on Reliant's 20-day volume-weighted average closing price per share on September 16, 2019, of $23.06, this represents a total transaction value of approximately $37.2 million. The transaction value is likely to change due to fluctuations in the price of Reliant's common stock, and the consideration payable to TCB Holdings shareholders is also subject to adjustment under certain circumstances provided for in the merger agreement.