June 13, 2018

On June 11, 2018, Athens Bancshares Corporation (“Athens”), Athens, Tennessee, and CapStar Financial Holdings, Inc. (“CapStar”), Nashville, Tennessee, entered into a definitive merger agreement pursuant to which Athens will merge with and into CapStar, with CapStar as the resulting company, for total merger consideration valued at approximately $113.5 million at announcement. Athens shareholders will receive 2.864 shares of CapStar common stock per share of Athens common stock. As part of the merger, Athens Federal Community Bank, National Association, the subsidiary of Athens, will merge with and into CapStar Bank, the subsidiary of CapStar.

Luse Gorman served as legal counsel to Athens in the transaction. The Luse Gorman team was led by Victor Cangelosi (Corporate/M&A) and Thomas Hutton (Executive Compensation), and included Ellie Cook (Corporate/M&A).

Athens has approximately $482.3 million in total assets and operates 10 offices in southeastern Tennessee.

CapStar has approximately $1.38 billion in total assets and operates six offices in central Tennessee.