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EX-2.1 - PURCHASE AND ASSUMPTION AGREEMENT - COMMUNITY FIRST INCd300970dex21.htm
EX-99.1 - PRESS RELEASE - COMMUNITY FIRST INCd300970dex991.htm

 

 

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): February 15, 2012 (February 9, 2012)

 

 

COMMUNITY FIRST, INC.

(Exact name of registrant as specified in charter)

 

 

 

Tennessee   0-49966   04-3687717

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

501 South James M. Campbell Blvd. Columbia, TN   38401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (931) 380-2265

N/A

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On February 9, 2012, Community First Bank & Trust (the “Bank”), a wholly owned bank subsidiary of Community First, Inc. (the “Company”), and CapStar Bank (“CapStar”) entered into a Purchase and Assumption Agreement (the “Agreement”) that provides for the sale of certain assets and the transfer of certain liabilities relative to the Bank’s branch office located at 9045 Carothers Parkway, Franklin, Tennessee 37067 (the “Cool Springs Branch”). Under the terms of the Agreement, CapStar will purchase certain assets of the Cool Springs Branch, including the real property on which the Cool Springs Branch is located (the “Real Property”), the leases associated with the Real Property, approximately $42 million in loans (subject to adjustment between February 9, 2012, and the closing date) and the fixtures and equipment which are associated with the Cool Springs Branch. CapStar will also assume certain liabilities, including substantially all of the deposit liabilities associated with the Cool Springs Branch (which totaled approximately $58 million as of February 9, 2012). The purchase price for the assets purchased by CapStar other than the Real Property will be the Bank’s net book value for such assets. The Real Property, however, will be sold at fair market value as determined by a mutually agreed upon real estate appraiser. CapStar will pay a premium of 4% on the deposit liabilities assumed. To the extent that the liabilities assumed by CapStar exceed the value of the assets purchased by CapStar plus the amount of the deposit premium, the Bank will make a cash payment to CapStar equal to such difference.

The Agreement includes customary representations, warranties and covenants as well as customary indemnification and termination provisions. In addition, the Agreement includes a non-competition provision pursuant to which the Bank has agreed that for a period of two years from the closing date it will not open or relocate a new branch within ten miles of the Cool Springs Branch. The transaction, which is subject to receipt of required regulatory approvals and the satisfaction of certain customary closing conditions, is expected to be completed during the second quarter of 2012.

The foregoing description of the Agreement is qualified in its entirety by the terms of the Agreement. Please refer to the Agreement, which is incorporated herein by reference and attached hereto as Exhibit 2.1.

Item 7.01 Regulation FD Disclosure.

On February 15, 2012, the Company and CapStar jointly issued a press release announcing the sale by the Bank of certain of the assets and liabilities of the Cool Springs Branch to CapStar. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit furnished herewith contain 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. These forward-looking statements include statements regarding expectations as to the completion of the purchase and assumption transaction contemplated by the Agreement. The forward-looking statements contained herein and in the exhibit furnished herewith involve risks and uncertainties that could cause the Company’s actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the ability of the parties to the Agreement to satisfy the conditions to closing specified in the Agreement and the risk that because of business, economic or market conditions, or because the parties are unable to secure required regulatory approval for the transactions contemplated by the Agreement, that the sale of the Cool Springs Branch by the Bank may not be consummated. More information about the Company and other risks related to the Company are detailed in the Company’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2010, and its subsequent quarterly reports on Form 10-Q and current reports on Form 8-K as filed with the Securities and Exchange Commission. The Company does not undertake an obligation to update forward-looking statements.


Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are furnished herewith:

 

Exhibit No.    Exhibit Description
2.1    Purchase and Assumption Agreement, dated February 9, 2012, by and between CapStar Bank and Community First Bank & Trust*
99.1    Press release of Community First, Inc. and CapStar Bank dated February 15, 2012.

 

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.


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.

 

COMMUNITY FIRST, INC.
By:  

/s/ Dianne Scroggins

Name: Dianne Scroggins
Title:   Chief Financial Officer

Date: February 15, 2012


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

2.1    Purchase and Assumption Agreement, dated February 9, 2012, by and between CapStar Bank and Community First Bank & Trust.*
99.1    Press release of Community First, Inc. and CapStar Bank dated February 15, 2012.

 

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.