Reliant Bancorp, Inc. (NasdaqCM:RBNC) executed a letter of intent to acquire Tennessee Community Bank Holdings, Inc. on May 31, 2019. Reliant Bancorp, Inc. (NasdaqCM:RBNC) entered into a definitive agreement to acquire Tennessee Community Bank Holdings, Inc. for approximately $37.2 million on September 16, 2019. Reliant Bancorp is acquiring Tennessee Community Bank in an approximately 50% stock and 50% cash transaction. 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 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. Reliant will be the surviving company as a result of this merger. Reliant Bank and CB&T have entered into a separate bank merger agreement providing for the merger of CB&T with and into Reliant Bank following the merger of Reliant and TCB Holdings. The combined bank will operate under the Reliant Bank name. In the event of termination, TCB Holdings Parties will be obligated to pay a termination fee of $1.8 million. The transaction is subject to the receipt of necessary regulatory approvals and the approval of the shareholders of TCB Holdings including approval of the Board of Governors of the Federal Reserve System and the Tennessee Department of Financial Institutions, as well as other customary closing conditions, including authorization for listing on The Nasdaq Capital Market of the shares to be issued by the Reliant Bancorp as partial consideration to TCB Holdings’ shareholders. The merger agreement has been unanimously approved by the Boards of Directors of Reliant, TCB Holdings, and CB&T. TCB Holdings, will hold a special meeting of shareholders, on December 20, 2019 to approve the transaction. The transaction is expected to close in the first quarter of 2020. The transaction will be immediately accretive to earnings and Reliant expects the acquisition to be approximately 10.5% and 12.5% accretive to earnings per common share in 2020 and 2021, respectively, and 5.3% dilutive to tangible book value per share at closing with an earnback period of less than three years. Hovde Group, LLC served as financial advisor and Adam G. Smith of Butler Snow LLP served as legal counsel to Reliant. Olsen Palmer LLC served as financial advisor and D. Scott Holley of Bass, Berry & Sims PLC served as legal counsel to TCB Holdings. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as exchange agent to TCB Holdings. Hovde Group, LLC acted as fairness opinion provider to the Board Of Directors of Reliant. Olsen Palmer LLC acted as fairness opinion provider to the Board Of Directors of TCB Holdings. Olsen Palmer’s advisory fee is approximately $0.426 million. Olsen Palmer also received a $0.025 million fee from TCB Holdings upon rendering its opinion and a progress fee of $0.075 million. Reliant Bancorp, Inc. (NasdaqCM:RBNC) completed the acquisition of Tennessee Community Bank Holdings, Inc. on January 1, 2020. Reliant Bancorp will not issue fractional shares of Reliant Bancorp common stock in connection with the merger, but will instead pay cash in lieu of fractional shares. Following this acquisition, Reliant Bank operates 22 full-service branches throughout Middle Tennessee and Chattanooga. The Company paid aggregate consideration to holders of unexercised options of approximately $0.430 million