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Reliant Bancorp's positive earnings reignited First Advantage Bancorp deal

Brentwood, Tenn.-based Reliant Bancorp Inc. agreed to acquire Clarksville, Tenn.-based First Advantage Bancorp in a cash-and-stock transaction valued at $123.4 million.

First Advantage Bancorp's process to enter into a merger agreement began April 19, 2017, when the company was informed of a party, referred to as company A, interested in pursuing a merger. On June 5, 2017, First Advantage Bancorp received a nonbinding indication of interest from company A, the terms of which the board found disappointing.

From June to August of 2017, the board engaged Raymond James Financial Inc. as a financial adviser and had meetings with company A regarding concerns with the potential merger. On Sept. 29, 2017, First Advantage Bancorp terminated the discussions with company A.

On Oct. 18, 2017, Raymond James contacted 20 financial institutions, of which 10 executed nondisclosure agreements, including company B, which stated it needed time to process another strategic initiative.

From November 2017 to December 2018, First Advantage received bids from Company C and company D, but both discussions were terminated. The board decided to remain open to a business combination with a larger financial institution while looking for opportunities to acquire smaller banks in its market.

From March to May 2019, Raymond James communicated with five financial institutions regarding the possibility of a potential business combination. Company B and Reliant each expressed interest.

From June to July, First Advantage Bancorp had discussions on the merits of pursuing a transaction with Reliant as compared to a transaction with company B. Reliant was pursuing another transaction at the time and there were concerns over the deal's termination period. The company continued negotiations with company B and conducted reverse due diligence and found that company B's stock price fell while Reliant's stock and earnings increased. The board terminated discussions with company B.

Reliant and First Advantage Bancorp renegotiated the terms of the proposed deal, from August to October, and landed on the terms that First Advantage Bancorp shareholders will receive 1.17 shares of Reliant Bancorp common stock and $3.00 cash for each common share they own. The deal may also be terminated by Reliant, if First Advantage Bancorp's equity capital decreases below $73 million or if shareholders holding more than 10% of common stock exercise dissenters' rights.

On Oct. 22, Reliant and First Advantage Bancorp announced the execution of the merger agreement.