Reliant Bancorp, Inc. (NasdaqCM:RBNC) entered into letter of intent to acquire First Advantage Bancorp (OTCPK:FABK) for approximately $120 million on July 18, 2019. Reliant Bancorp, Inc. entered into an agreement and plan of merger to acquire First Advantage Bancorp on October 22, 2019. Under the terms of the agreement, Reliant Bancorp will pay $3 in cash and will issue 1.17 Reliant Bancorp share for each share of First Advantage. The consideration is subject to adjustment under certain circumstances. Under the plan of merger, First Advantage Bancorp will be merged into Reliant Bancorp, Inc and First Advantage Bank, a wholly-owned subsidiary of First Advantage Bancorp, will merge with and into Reliant Bank, a wholly-owned subsidiary of Reliant Bancorp, Inc. Post completion, the combined company will be owned 72% by Reliant Bancorp and 28% by First Advantage Bancorp. In the event of termination under certain circumstances, First Advantage Bancorp will be obligated to pay Reliant a termination fee of $6 million.

Jerry Cooksey, the Chief Financial Officer of FABK and FAB, which provides that it will be effective upon the consummation of the FABK mergers and the FABK bank merger and pursuant to which Jerry Cooksey would serve as Executive Vice President, Chief Administrative Officer of Reliant and Reliant Bank. Prior to or at closing, Reliant Bancorp and Reliant Bank and each of their respective Boards of Directors will take all requisite action to increase the size of the Reliant Bancorp and Reliant Bank Boards of Directors by two members and to elect or appoint to each of the Reliant Bancorp and Reliant Bank Boards of Directors, William Lawson Mabry and Michael E. Wallace, members of First Advantage Bancorp Board of Directors. The team at First Advantage Bank will join Reliant post acquisition. Certain First Advantage Bancorp Directors and holders entered into lock-up agreements with Reliant Bancorp which contain certain restrictions on the transfer by such persons of shares of Reliant common stock following the merger.

The transaction is subject to customary conditions, including receipt of the Reliant shareholder approval and the First Advantage Bancorp shareholder approval; authorization for listing on the Nasdaq Capital Market of the shares of Reliant common stock to be issued as stock consideration in the merger; receipt of required regulatory and Governmental approvals and expiration of all statutory waiting periods; effectiveness of the registration statement on Form S-4 for the Reliant common stock to be issued as stock consideration in the merger. The transaction is also subject to resignation by each member of the Board of Directors of First Advantage Bancorp, execution of lock up agreement and limiting the dissenting shareholders rights to not more than 10%. Reliant Bancorp shall have received an opinion from Butler Snow LLP that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The Board of Reliant Bancorp and First Advantage Bancorp approved the transaction and unanimously recommends that shareholders vote in favor of the transaction. Certain holders of First Advantage Bancorp have entered into voting agreements pursuant to which the holders have agreed, among other things, to vote their shares in favor of approval of the agreement and the transactions contemplated hereby. Certain holders of Reliant Bancorp have entered into voting agreements pursuant to which the holders have agreed, among other things, to vote their shares in favor of approval of this agreement and the transactions contemplated hereby. The TDFI approved the transaction on January 7, 2020, and the Federal Reserve approved the transaction on January 9, 2020. First Advantage and Reliant Bancorp will hold a special meeting of shareholders on March 3, 2020. The transaction has been approved by the shareholders of Reliant and First Advantage on March 3, 2020.

The transaction is expected to complete in second quarter of 2020. As of March 3, 2020, Reliant expects to complete its acquisition of First Advantage effective April 1, 2020. Reliant expect the addition of First Advantage to be accretive to Reliant's earnings in the second half of 2020. Reliant Bancorp expects the acquisition to be approximately 18% accretive to fully diluted earnings per common share in 2021 pro forma inclusive of TCB holdings acquisition, assuming full achievement of anticipated cost savings, while tangible book value dilution of 7.3% is expected to be earned back in 3 years and is expected to have internal rate of return of 25%, estimated return on average assets is more than 1.2% and ROATCE of more than 15% in 2021.

Piper Jaffray & Co. acted as both financial advisor and fairness opinion provider and Adam G. Smith of Butler Snow LLP acted as legal advisor to Reliant Bancorp. Raymond James & Associates, Inc. acted as both financial advisor and fairness opinion provider and Gary Bronstein, Edward G. Olifer and Stephen F. Donahoe of Kilpatrick Townsend & Stockton LLP acted as legal advisors to First Advantage Bancorp. Stuart Rogers and Mark Kanaly of Alston & Bird LLP acted as the legal advisor for Piper Jaffray & Co. FABK has agreed to pay Raymond James a total fee of approximately $1.9 million for advisory services in connection with the FABK merger, a substantial portion of which is contingent on the closing of the FABK merger. FABK has paid Raymond James a fee of $25,000 in connection with its engagement as FABK's financial advisor. For services rendered in connection with the delivery of its opinion, FABK paid Raymond James $150,000 upon delivery of its opinion. Broadridge Financial Solutions, Inc. acted as exchange agent for FABK. FABK paid Piper Sandler & Co. $1.05 million upon delivery of its opinion.

Reliant Bancorp, Inc. (NasdaqCM:RBNC) completed the acquisition of First Advantage Bancorp (OTCPK:FABK) on April 1, 2020.