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): April 26, 2019 (April 25, 2019)

 

 

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))

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. ☒

 

 

 


Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

The information disclosed under Item 8.01 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 7.01. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01. Other Events.

On April 25, 2019, CapStar Financial Holdings, Inc. (the “Company”) announced that its board of directors (the “Board”) approved an increase of its regular quarterly dividend from $0.04 per share to $0.05 per share. The Company issued a press release announcing that the quarterly cash dividend of $0.05 per share would be paid on May 24, 2019 to shareholders of record as of May 10, 2019. The Company currently expects that, subject to regulatory requirements and restrictions, comparable quarterly cash dividends will continue to be paid in the future.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number

  

Description

99.1    Press release issued on April 25, 2019 by CapStar Financial Holdings, Inc.

Forward-Looking Statements

This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the Company’s ability to pay a regular quarterly dividend in the future. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to, the risks detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the headings “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions you that the forward-looking statements included in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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
 

Robert B. Anderson

Chief Financial Officer and

Chief Administrative Officer

Date: April 26, 2019

EX-99.1

Exhibit 99.1

LOGO

CapStar Financial Holdings, Inc. Increases Regular Quarterly Dividend from $0.04 Per Share to $0.05 Per Share

NASHVILLE, Tenn., April 25, 2019 (GLOBE NEWSWIRE) — CapStar Financial Holdings, Inc. (“CapStar”) (NASDAQ:CSTR) announced today that its board of directors (the “Board”) increased its regular quarterly dividend from $0.04 per share to $0.05 per share. On April 25, 2019, the Board approved the payment of a quarterly cash dividend of $0.05 per share with the dividend to be paid on May 24, 2019 to shareholders of record as of May 10, 2019. CapStar currently expects that, subject to regulatory requirements and restrictions, comparable quarterly cash dividends will continue to be paid in the future.

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, 2019, on a consolidated basis, CapStar had total assets of $2.04 billion, gross loans of $1.47 billion, total deposits of $1.68 billion, and shareholders’ equity of $259.75 million. Visit www.capstarbank.com for more information.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to our ability to pay a regular quarterly dividend in the future. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to, the risks detailed from time to time in CapStar’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the headings “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution you that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

For more information, contact:

Beth Alexander (615) 732-6424

balexander@capstarbank.com

or

Rob Anderson, (615)732-6470

randerson@capstarbank.com