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This Current Report on Form 8-K is being filed to disclose certain information regarding the dismissal of previously disclosed litigation related to the proposed transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”), by and among Reliant Bancorp, Inc., a Tennessee corporation (“Reliant”), PG Merger Sub, Inc., a Tennessee corporation and a wholly-owned subsidiary of Reliant (“Merger Sub”), and First Advantage Bancorp, a Tennessee corporation (“First Advantage”), pursuant to which, on the terms and subject to the conditions set forth therein, First Advantage will be merged with and into Reliant.

 

As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2020, First Advantage and Reliant were served on February 24, 2020 with a complaint that was filed on January 27, 2020 by one purported shareholder of First Advantage, Paul Parshall, to initiate a putative derivative and class action lawsuit against First Advantage, the members of First Advantage’s board of directors, Reliant, and Merger Sub in the Chancery Court of Davidson County, Tennessee, 20th Judicial District at Nashville, on behalf of himself and similarly situated First Advantage shareholders, captioned Parshall v. First Advantage Bancorp et al., Case No. 20-0108-III.  The plaintiff generally alleged that (i) First Advantage’s board of directors breached its fiduciary obligations by approving the terms of the Transactions, including allegedly inadequate merger consideration and certain deal protection devices, and making materially incomplete disclosures about the Transactions to First Advantage shareholders and (ii) Reliant aided and abetted the First Advantage board of directors’ breach of its fiduciary obligations.  The plaintiff sought injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses.

 

Mr. Parshall filed a notice of voluntary dismissal on March 17, 2020, and on March 19, 2020, the court entered an order of dismissal without prejudice dismissing the lawsuit.

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In connection with the proposed merger of Merger Sub with and into First Advantage (the “Merger”), Reliant filed a registration statement on Form S-4 (as it may be amended from time to time, the “registration statement”), with the SEC to register the shares of Reliant common stock that will be issued to First Advantage’s shareholders in connection with the Merger. The registration statement includes a joint proxy statement of Reliant and First Advantage and a prospectus of Reliant and other relevant materials pertaining to the Merger. The joint proxy statement/prospectus was sent to Reliant’s and First Advantage’s shareholders in connection with seeking the required shareholder approval(s) for the Merger. INVESTORS AND SECURITY HOLDERS OF RELIANT AND FIRST ADVANTAGE ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT MATERIALS THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER (AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RELIANT, FIRST ADVANTAGE, AND THE MERGER. Investors and security holders may obtain free copies of the registration statement and related joint proxy statement/prospectus, as well as other documents filed by Reliant with the SEC, through the website maintained by the SEC at http://www.sec.gov. Free copies of the documents filed by Reliant with the SEC (including the registration statement and related joint proxy statement/prospectus) also may be obtained by directing a request by mail or telephone to Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, Attention: J. Daniel Dellinger, Chief Financial Officer, (615) 221-2020.

This communication is for informational purposes only and shall not constitute a solicitation of any proxy, vote, or approval or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Reliant, First Advantage, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from Reliant’s and First Advantage’s shareholders in connection with the Merger. Certain information about the directors and executive officers of Reliant and First Advantage is included in the joint proxy statement/prospectus included in the registration statement filed by Reliant with the SEC. Information about the directors and executive officers of Reliant can also be found in Reliant’s definitive proxy statement for its 2019 annual meeting of shareholders, filed with the SEC on April 22, 2019, and other documents subsequently filed by Reliant with the SEC. Additional information regarding the interests of these participants is included in the joint proxy statement/prospectus pertaining to the Merger. These documents can be obtained free of charge in the manner described above.

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