Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 1, 2020, Reliant Bancorp, Inc. (the "Company"), a Tennessee corporation and the parent of Reliant Bank ("Reliant"), completed its previously announced acquisition of Tennessee Community Bank Holdings, Inc., a Tennessee corporation ("TCB Holdings"), pursuant to the Agreement and Plan of Merger, dated September 16, 2019 (the "Merger Agreement"), by and among the Company, TCB Holdings, and Community Bank & Trust, a Tennessee-chartered commercial bank and wholly owned subsidiary of TCB Holdings ("CBT"). On the terms and subject to the conditions set forth in the Merger Agreement, TCB Holdings merged with and into the Company (the "Parent Merger"), with the Company as the surviving corporation. Immediately following the Parent Merger, CBT merged with and into Reliant (the "Bank Merger" and, together with the Parent Merger, the "Mergers"), with Reliant continuing as the surviving banking corporation.

Pursuant to the Merger Agreement, at the effective time of the Parent Merger (the "Effective Time"), each outstanding share of TCB Holdings common stock, par value $1.00 per share (other than certain excluded shares), was converted into and cancelled in exchange for the right to receive (i) $17.13 in cash, without interest, and (ii) 0.769 shares of the Company's common stock, par value $1.00 per share ("Company Common Stock"). The Company expects to issue approximately 811,327 shares of Company Common Stock and pay approximately $18.1 million, in cash, in respect of shares of TCB Holdings common stock as consideration for the Parent Merger. The Company will not issue fractional shares of Company Common Stock in connection with the Parent Merger, but will instead pay cash in lieu of fractional shares based on the volume weighted average closing price per share of the Company Common Stock on the Nasdaq Capital Market for the 10 consecutive trading days ending on and including December 30, 2019 (calculated as $22.36).

At the Effective Time, each outstanding option to purchase TCB Holdings common stock was cancelled in exchange for a cash payment in an amount equal to the product of (i) $34.25 minus the per share exercise price of the option multiplied by (ii) the number of shares of TCB Holdings common stock subject to the option (to the extent not previously exercised). The Company expects the aggregate consideration payable to holders of unexercised options to purchase TCB Holdings common stock to be approximately $0.4 million.

All shares of Company Common Stock outstanding prior to the Parent Merger were unaffected by the Parent Merger.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company's current report on Form 8-K filed on September 17, 2019 and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On January 2, 2020, the Company issued a press release announcing the consummation of the Mergers, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information set forth in this Item 7.01 is being furnished to the Securities and Exchange Commission (the "SEC") and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under the Exchange Act. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description

  2.1     Agreement and Plan of Merger, dated September 16, 2019, by and among
          Reliant Bancorp, Inc., Tennessee Community Bank Holdings, Inc., and
          Community Bank & Trust (incorporated by reference to Exhibit 2.1 of
          the Company's Current Report on Form 8-K, filed on September 17,
          2019).*

  99.1    Press Release issued by Reliant Bancorp, Inc., dated January 2, 2020.

* The registrant has omitted schedules to the subject agreement pursuant to Item

601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted

schedule to the SEC upon request.

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