Document

As filed with the Securities and Exchange Commission on October 19, 2017
Registration No. 333-220884  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
INVESTAR HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
_______________________
Louisiana
6022
27-1560715
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
7244 Perkins Road
Baton Rouge, Louisiana 70808
(225) 227-2222
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
_______________________
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, Louisiana 70808
(225) 227-2222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
Copies to:
Stephanie E. Kalahurka, Esq.
Geoffrey S. Kay, Esq.
Fenimore, Kay, Harrison & Ford LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
(512) 583-5900
(512) 583-5940 (Fax)
Lee C. Kantrow, Esq.
Jacob M. Kantrow, Esq.
Kantrow, Spaht, Weaver & Blitzer (APLC)
445 North Boulevard, Suite 300
Baton Rouge, Louisiana 70802
(225) 383-4703
(225) 343-0637 (Fax)
_______________________
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Accelerated filer ☑
Non-accelerated filer ☐
(Do not check if a
smaller reporting company)
Smaller reporting company ☐
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☑
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 



The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting to buy these securities, in any state where the offer or sale is not permitted.
PRELIMINARY – SUBJECT TO COMPLETION, DATED OCTOBER 19, 2017
PROXY STATEMENT / PROSPECTUS
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PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT
Dear Shareholder:
On August 4, 2017, Investar Holding Corporation, a Louisiana corporation (“Investar”), Investar Interim Corporation, a Louisiana corporation and wholly-owned subsidiary of Investar (the “Merger Subsidiary”), and BOJ Bancshares, Inc., a Louisiana corporation (“BOJ”), entered into an Agreement and Plan of Reorganization (the “merger agreement”) that provides for the acquisition of BOJ by Investar. Subject to the terms and conditions of the merger agreement, BOJ will merge with and into the Merger Subsidiary (the “merger”), with the Merger Subsidiary continuing as the surviving corporation. Immediately thereafter, the Merger Subsidiary will merge with and into Investar, with Investar continuing as the surviving corporation. Finally, The Highlands Bank (“Highlands Bank”) will merge with and into Investar Bank, and Investar Bank (now combined with Highlands Bank) will continue as a wholly-owned subsidiary of Investar. The merger agreement and the transactions contemplated by the merger agreement will be voted upon at a special meeting of shareholders of BOJ, to be held on November 15, 2017 at 8:00 a.m., local time, at 1542 Charter Street, Jackson, Louisiana 70748.
At the effective time of the merger (the “effective time”), all of the issued and outstanding shares of BOJ common stock will be converted into the right to receive 799,559 shares of Investar common stock (the “aggregate stock consideration”) and $3,950,000 in cash (the “aggregate cash consideration” and together with the aggregate stock consideration, the “aggregate merger consideration”). The aggregate merger consideration is subject to adjustment in the manner described below.
Each share of BOJ common stock, other than shares of BOJ common stock held by any shareholder of BOJ who has perfected statutory appraisal rights in connection with the merger (a “dissenting shareholder”), will be entitled to receive a portion of the aggregate merger consideration equal to (i) the aggregate cash consideration divided by the number of outstanding shares of BOJ common stock immediately prior to the effective time (the “per share cash consideration”), and (ii) the aggregate stock consideration divided by the number of outstanding shares of BOJ common stock immediately prior to the effective time (the “per share stock consideration” and together with the per share cash consideration, the “per share merger consideration”). There are anticipated to be 33,693 outstanding shares of BOJ common stock immediately prior to the effective time, including 1,500 shares issuable upon the exercise of outstanding options to purchase BOJ common stock, which options must be exercised or will be terminated in connection with the merger.
The aggregate merger consideration is subject to a dollar-for-dollar downward adjustment to the extent that BOJ’s adjusted tangible shareholders’ equity is less than $16.5 million as of a date, to be determined by BOJ, that is

2


within ten days prior to the closing of the merger. The adjusted tangible shareholders’ equity of BOJ will be calculated as the sum of BOJ’s capital stock, surplus and undivided profits, on a consolidated basis, excluding any goodwill and unrealized gains or losses on available-for-sale securities, and less certain merger costs and other specified items which are described in more detail in this proxy statement/prospectus.
The merger agreement also includes two collar mechanisms that could result in a modification to the number of shares of Investar common stock to be issued as consideration in the transaction. First, the exchange ratio will be reduced and fewer shares of Investar common stock will be issued in the merger if the average closing price of Investar common stock on the NASDAQ Stock Market, Inc. Global Market System (“NASDAQ”) for the ten (10) consecutive trading days up to but not including the closing date (the “Average Closing Price”) is greater than $26.11, which equals approximately 115% of the $22.70 closing price for Investar common stock on May 11, 2017 (the “Threshold Price”). Second, the exchange ratio will be increased and more shares of Investar common stock will be issued in the transaction if the Average Closing Price is less than $20.43, which is equivalent to 90% of the Threshold Price. The parties will not be obligated to consummate the merger if the Average Closing Price is not greater than $19.50. For a discussion of such possible adjustments to the aggregate merger consideration see the sections of this proxy statement/prospectus entitled, “Questions and Answers—Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?” “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.” and “The Merger Agreement—Termination of the Merger Agreement.”
Because the aggregate merger consideration is subject to adjustment and because the market price of Investar common stock will fluctuate between the date of this proxy statement/prospectus, the date of the special meeting of shareholders BOJ and the date of completion of the merger the amount of the per share merger consideration cannot be determined at this time. Consequently, you will not know the exact per share merger consideration to be paid to BOJ shareholders when you vote at the special meeting. For example purposes only, assuming no downward adjustment to the aggregate merger consideration and assuming 33,693 outstanding shares of BOJ common stock as of the effective time, each holder of shares of BOJ’s common stock, except for dissenting shareholders, will be entitled to receive approximately 23.73 shares of Investar common stock and $117.24 in cash.
Investar common stock is listed on NASDAQ under the symbol “ISTR.” Based on the following closing prices of Investar common stock on NASDAQ: (i) $22.65 on August 4, 2017, the last trading day before public announcement of the merger, (ii) $23.90 on October 6, 2017, the latest practicable trading day before the initial filing of this proxy statement/prospectus, and (iii) $23.55 on October 17, 2017, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the per share stock consideration would be approximately $537.50, $567.16, and $558.86, respectively, and, together with the maximum $117.24 per share to be paid in cash, the implied value of the per share merger consideration would be approximately $654.74, $684.40, and $676.10, respectively. Each of the foregoing examples in the preceding sentence assumes there is no downward adjustment to the aggregate merger consideration based upon the adjusted tangible shareholders’ equity of BOJ.
Neither Investar nor BOJ expects the magnitude of any adjustment of the aggregate merger consideration to cause BOJ to re-solicit proxies from its shareholders.
We urge you to obtain current market quotations for Investar common stock. There are no current market quotations for BOJ common stock because BOJ is a privately owned corporation and its common stock is not traded on any established public trading market.
BOJ will hold a special meeting of its shareholders in connection with the merger. BOJ shareholders will be asked to vote to adopt the merger agreement and approve related matters as described in this proxy statement/prospectus. Adoption of the merger agreement requires the affirmative vote of the holders of not less than two-thirds (2/3rds) of the outstanding shares of BOJ common stock.
Your vote is important regardless of the number of shares that you own. Whether or not you plan to attend the special meeting, please take time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting. The special

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meeting of BOJ’s shareholders will be held on Wednesday, November 15, 2017 at 8:00 a.m., local time, at 1542 Charter Street, Jackson, Louisiana 70748.
BOJ’s board of directors unanimously recommends that BOJ shareholders vote “FOR” the adoption of the merger agreement and “FOR” the other matters to be considered at the special meeting.
This proxy statement/prospectus describes the special meeting, the merger, the issuance of the Investar common stock in connection with the merger, the documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 42, for a discussion of the risks relating to the merger. You also can obtain information about Investar from documents that it has filed with the Securities and Exchange Commission (the “SEC”).
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Investar or BOJ, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this proxy statement/prospectus is October 19, 2017, and it is first being mailed or otherwise delivered to the shareholders of BOJ on or about October 25, 2017.

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BOJ BANCSHARES, INC.
1542 Charter Street
Jackson, Louisiana 70748
 
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 
To the Shareholders of BOJ Bancshares, Inc.:
Notice is hereby given that BOJ Bancshares, Inc. (“BOJ”) will hold a special meeting of its shareholders on Wednesday, November 15, 2017 at 8:00 a.m., local time, at 1542 Charter Street, Jackson, Louisiana 70748 to consider and vote upon the following matters:
a proposal to adopt the Agreement and Plan of Reorganization (the “merger agreement”), by and among Investar Holding Corporation (“Investar”), Investar Interim Corporation (the “Merger Subsidiary”), and BOJ, pursuant to which BOJ will merge with and into the Merger Subsidiary (the “merger”), and approve the merger, each as more fully described in the accompanying proxy statement/prospectus (the “BOJ Merger Proposal”);
a proposal to adjourn the special meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, (ii) to provide to BOJ shareholders any supplement or amendment to the proxy statement/prospectus or (iii) to disseminate any other information which is material to the BOJ shareholders voting at the special meeting (the “BOJ Adjournment Proposal”); and any other matter that may be properly submitted for a vote at the special meeting.
The proposals are described in the accompanying proxy statement/prospectus. BOJ has fixed the close of business on October 20, 2017 as the record date for the special meeting (the “record date”). Only BOJ shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting. Approval of the BOJ Merger Proposal requires the affirmative vote of holders of not less than two-thirds (2/3rds) of the outstanding shares of BOJ common stock. The BOJ Adjournment Proposal will be approved if a majority of the votes cast on that proposal at the special meeting are voted in favor of such proposal.
Shareholders of BOJ have appraisal rights under the Louisiana Business Corporation Act (“LBCA”) in connection with the proposed merger. Because appraisal rights are available to BOJ’s shareholders, the following notice of such rights is required under Part 13 of the LBCA:

5



Appraisal rights allow a shareholder to avoid the effects of the proposed corporate action described in this notice by selling the shareholder’s shares to the corporation at their fair value, paid in cash. To retain the right to assert appraisal rights, a shareholder is required by law: (1) to deliver to the corporation, before the vote is taken on the action described in this notice, a written notice of the shareholder’s intent to demand appraisal if the corporate action proposed in this notice takes effect, and (2) not to vote, or cause or permit to be voted, in favor of the proposed corporate action any shares of the class or series for which the shareholder intends to assert appraisal rights. If a shareholder complies with those requirements, and the action proposed in this notice takes effect, the law requires the corporation to send to the shareholder an appraisal form that the shareholder must complete and return, and a copy of Part 13 of the Business Corporation Act, governing appraisal rights.
A copy of the procedural requirements for shareholders exercising appraisal rights is included with the accompanying proxy statement/prospectus as Annex C, and a summary of the provisions can be found under the section of the proxy statement/prospectus entitled “The Merger—Appraisal Rights in the Merger.”
BOJ’s board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of BOJ and its shareholders, and unanimously recommends that BOJ shareholders vote “FOR” the BOJ Merger Proposal and “FOR” the BOJ Adjournment Proposal.
Your vote is very important. Investar and BOJ cannot complete the merger unless BOJ’s shareholders adopt the merger agreement and approve the merger. Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of BOJ, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.
This proxy statement/prospectus provides a detailed description of the special meeting, the BOJ Merger Proposal, the documents related to the merger and other related matters. Investar and BOJ urge you to read the proxy statement/prospectus, including any documents they refer you to, and its annexes carefully and in their entirety. We look forward with pleasure to seeing and visiting with you at the special meeting.

Michael L. Creed
President and Chief Executive Officer
BOJ Bancshares, Inc.
Telephone: (225) 634-7741


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ADDITIONAL INFORMATION
This proxy statement/prospectus references important business and financial information about Investar and BOJ from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement/prospectus by accessing the SEC’s website maintained at http://www.sec.gov, for documents regarding Investar, or by requesting copies in writing or by telephone from the appropriate company, as set forth below, for documents regarding either Investar or BOJ:
Investar Holding Corporation  
7244 Perkins Road
Baton Rouge, Louisiana 70808
Attention: John J. D’Angelo
Telephone: (225) 227-2222

 
BOJ Bancshares, Inc. 
1542 Charter Street
Jackson, Louisiana 70748
Attention: Michael L. Creed
Telephone: (225) 634-7741
You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of the special meeting, you must make your request no later than five business days before your special meeting.

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ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Investar (File No. 333-220884), constitutes a prospectus of Investar under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Investar common stock to be issued to BOJ shareholders pursuant to the terms of the merger agreement. This document also constitutes a a notice and proxy statement relating to the special meeting of the shareholders of BOJ called for the purposes set forth herein.
You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This proxy statement/prospectus is dated October 19, 2017, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to BOJ shareholders nor the issuance by Investar of shares of Investar common stock in connection with the merger will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Investar has been provided by Investar and information contained in this document regarding BOJ has been provided by BOJ.
For more details, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”


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TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9



 
 
 
 
 
 
 
 
 
 
 
 
Page
 
 
 
 
 
Page
 
 
 
 
 
 
 


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QUESTIONS AND ANSWERS
The following are some questions that you, as a BOJ shareholder, may have about the merger or the special meeting, and brief answers to those questions. Investar and BOJ urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the special meeting or the proposals presented at that meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus. For details about where you can find additional important information, please see the section of this proxy statement/prospectus entitled, “Where You CanFind More Information.”
Unless the context otherwise requires, references in this proxy statement/prospectus to “Investar” refer to Investar Holding Corporation, a Louisiana corporation, and its affiliates, including Investar Bank, a Louisiana state bank and a wholly-owned subsidiary of Investar. Additionally, unless the context otherwise requires, references in this proxy statement/prospectus to “BOJ” refer to BOJ Bancshares, Inc., a Louisiana corporation, and its affiliates, including The Highlands Bank, a Louisiana state bank and a wholly-owned subsidiary of BOJ.
Q:    What is the merger?
A:
Investar, the Merger Subsidiary and BOJ entered into the merger agreement on August 4, 2017. The merger is the first step of a series of transactions to combine Investar and BOJ. Under the merger agreement, BOJ will merge with and into the Merger Subsidiary, with the Merger Subsidiary continuing as the surviving corporation. Immediately thereafter, the Merger Subsidiary will merge with and into Investar, with Investar continuing as the surviving corporation (which we refer to collectively in this proxy statement/prospectus as the “integrated mergers”). Immediately following the integrated mergers, Investar expects to cause Highlands Bank to merge with and into Investar Bank, with Investar Bank as the surviving bank (the “bank merger”).
A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.
The merger cannot be completed unless, among other things, the parties receive all necessary regulatory approvals to consummate the merger and the bank merger, and the holders of at least two thirds (2/3rds) of the outstanding shares of BOJ common stock vote in favor of the proposal to adopt the merger agreement and approve the merger.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Investar and BOJ are delivering this document to you because it is a proxy statement being used by BOJ’s board of directors (the “BOJ Board”) to solicit proxies of its shareholders entitled to vote on approval of the merger and related matters. BOJ has called a special meeting of its shareholders to consider the BOJ Merger Proposal. This document serves as proxy statement for the special meeting and describes the proposals to be presented at the special meeting. It also constitutes a notice of special meeting with respect to the special meeting.
In addition, this document is a prospectus that is being delivered to BOJ shareholders because Investar is offering shares of Investar common stock to BOJ shareholders in connection with the merger.
This proxy statement/prospectus contains important information about the merger, the proposals being voted on at the special meeting and important information to consider in connection with an investment in Investar common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending the special meeting. Your vote is important, BOJ encourages you to submit your proxy as soon as possible.
Q:
What are BOJ shareholders being asked to vote on at the special meeting?
A:
BOJ is soliciting proxies from its shareholders with respect to the following proposals:

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The BOJ Merger Proposal. Considering and voting upon the approval of the agreement and plan of reorganization, dated as of August 4, 2017, among BOJ, Investar, and the Merger Subsidiary, and the transactions contemplated by the merger agreement;
The BOJ Adjournment Proposal. Considering and voting upon the approval of any motion to adjourn the special meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, (ii) to provide to BOJ shareholders any supplement or amendment to the proxy statement/prospectus or (iii) to disseminate any other information which is material to the BOJ shareholders voting at the special meeting; and
Other Business. Considering and acting upon any other matters that may be properly submitted to a vote at the special meeting.
Q:
What will BOJ shareholders be entitled to receive in the merger?
A:
If the merger is completed, all outstanding shares of BOJ common stock, other than shares held by dissenting shareholders, will be converted into the right to receive the aggregate merger consideration which consists of 799,559 shares of Investar common stock and $3,950,000 in cash, subject to a possible adjustment under certain circumstances described in this proxy statement/prospectus and the merger agreement.
Each share of BOJ common stock, other than shares of BOJ common stock held by any dissenting shareholder, will be entitled to receive a portion of the aggregate merger consideration equal to (i) the per share cash consideration and (ii) the per share stock consideration. There are anticipated to be 33,693 issued and outstanding shares of BOJ common stock immediately prior to the effective time, including 1,500 shares issuable upon the exercise of outstanding options to purchase BOJ common stock, which options must be exercised or will be terminated in connection with the merger.
The aggregate merger consideration is subject to a dollar-for-dollar downward adjustment to the extent that BOJ’s adjusted tangible shareholders’ equity is less than $16.5 million as of a date, to be determined by BOJ, that is within ten days prior to the closing of the merger. The adjusted tangible shareholders’ equity of BOJ will be calculated as the sum of BOJ’s capital stock, surplus and undivided profits, on a consolidated basis, excluding any goodwill and unrealized gains or losses on available-for-sale securities, and less certain merger costs and other specified items which are described in more detail in this proxy statement/prospectus.
The merger agreement also includes two collar mechanisms that could result in a modification to the number of shares of Investar common stock to be issued as consideration in the transaction. First, the exchange ratio will be reduced, and fewer shares of Investar common stock will be issued in the merger if the Average Closing Price of Investar common stock on NSADAQ for the ten (10) consecutive trading days up to but not including the closing date is greater than $26.11, which equals approximately 115% of the Threshold Price of $22.70. Second, the exchange ratio will be increased and more shares of Investar common stock will be issued in the transaction if the Average Closing Price is less than $20.43, which is equivalent to 90% of the Threshold Price. The parties will not be obligated to consummate the merger if the Average Closing Price is not greater than $19.50. For a discussion of possible adjustments to the aggregate merger consideration and the determination and composition of BOJ’s adjusted tangible shareholders’ equity, see “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.”
Investar will not issue any fractional shares of Investar common stock in the merger. BOJ shareholders who would otherwise be entitled to a fraction of a share of Investar common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent), determined by multiplying the fractional share by the Threshold Price, subject to adjustment based upon the collar mechanisms described above.

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As a result of the foregoing, based on the number of shares of Investar common stock and BOJ common stock outstanding as of October 6, 2017, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, approximately 92% of outstanding Investar common stock following the merger will be held by shareholders who were holders of Investar common stock immediately prior to the effective time and approximately 8% of outstanding Investar common stock will be held by shareholders who were holders of BOJ common stock immediately prior to the effective time.
Q:
Will the value of the merger consideration change between the date of this proxy statement/ prospectus and the time the merger is completed?
A:
Yes, the market value of the aggregate merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for Investar common stock. Any increase in the market price of Investar common stock of up to $26.11 per share, and any decrease of down to $20.43 per share, after the date of this proxy statement/prospectus will change the value of the shares of Investar common stock that BOJ shareholders will be entitled to receive. Consequently, you will not know the exact value of the per share merger consideration to be paid to BOJ shareholders as a result of the merger when you vote at the special meeting.
As described above, the merger agreement includes two collar mechanisms that could result in a modification to the number of shares of Investar common stock to be issued as consideration in the transaction. First, the exchange ratio will be reduced, and fewer shares of Investar common stock will be issued in the merger if the Average Closing Price of Investar common is greater than $26.11. The exchange ratio will be increased and more shares of Investar common stock will be issued in the transaction if the Average Closing Price is less than $20.43. As a result of these collar mechanisms, the implied value of the aggregate merger consideration will not fluctuate above $24,826,485, or below $20,284,990 due to changes in the market price of Investar common stock. The parties will not be obligated to consummate the merger if the Average Closing Price is not greater than $19.50.
The table below sets forth the implied value of the per share merger consideration based on the closing price of Investar common stock as quoted by NASDAQ on the specified dates assuming 33,693 issued and outstanding shares of BOJ common stock (which includes 1,500 shares of BOJ common stock to be issued upon the exercise of outstanding options to purchase BOJ common stock):
Date
 
Closing price of Investar common stock
 
Implied value of per share stock consideration
 
Per share cash consideration
 
Implied value of per share merger consideration(4)
 
Aggregate stock consideration
 
Aggregate cash consideration
 
Aggregate merger consideration(4)
August 4, 2017(1)
 
$
22.65

 
$
537.50

 
$
117.24

 
$
654.74

 
$
18,110,011

 
$
3,950,000

 
$
22,060,011

October 6, 2017(2)
 
$
23.90

 
$
567.16

 
$
117.24

 
$
684.40

 
$
19,109,460

 
$
3,950,000

 
$
23,059,460

October 17, 2017(3)
 
$
23.55

 
$
558.86

 
$
117.24

 
$
676.10

 
$
18,827,614

 
$
3,950,000

 
$
22,779,614

______________________________
(1)
The last trading day before public announcement of the merger.
(2)
The latest practicable trading day before the initial filing of this proxy statement/prospectus.
(3)
The latest practicable trading day before the printing of this proxy statement/prospectus.
(4)
Assumes there is no downward adjustment to the aggregate merger consideration based upon BOJ’s adjusted tangible shareholders’ equity. For a discussion of the possible adjustments to the aggregate merger consideration, see “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.”

The aggregate merger consideration is also subject to a downward adjustment on a dollar-for-dollar basis to the extent that BOJ’s adjusted tangible shareholders’ equity, as defined in the merger agreement, is less than $16.5 million as of a date, to be determined by BOJ, that is within ten days prior to the closing of the merger. If this downward adjustment is triggered, then both the aggregate cash consideration and the aggregate stock consideration will be reduced on a pro rata basis based upon the amount of aggregate cash consideration and aggregate stock consideration making up the aggregate merger consideration prior to such reduction.

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As of October 17, 2017, the most recent practicable date before the printing of this proxy statement/prospectus, BOJ estimates that BOJ’s adjusted tangible shareholders’ equity as of the closing of the merger will be $16.5 million or greater, resulting in no downward adjustment to the aggregate merger consideration with respect to BOJ’s adjusted tangible shareholders’ equity. For additional information regarding the composition and determination of BOJ’s adjusted tangible shareholders’ equity, see “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.”
Q:
How does the BOJ Board recommend that I vote at the special meeting?
A:
The BOJ Board unanimously recommends that you vote “FOR” the BOJ Merger Proposal and “FOR” the BOJ Adjournment Proposal.
Q:
When and where are the special meeting?
A:
The special meeting will be held at 1542 Charter Street, Jackson, Louisiana 70748, on Wednesday, November 15, 2017 at 8:00 a.m., local time.
Q:
What do I need to do now?
A:
After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at the special meeting will need to obtain a legal proxy from the institution that holds their shares.
Q:
What is the difference between a shareholder of record and a “street name” holder?
A:
If you are a BOJ shareholder and if your shares of BOJ common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of BOJ common stock. On the close of business on October 20, 2017, the record date for the special meeting, BOJ had 30 holders of record.
If your shares of BOJ common stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement/prospectus and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions it included in the mailing or by following its instructions for voting.
Q:
If my shares of BOJ common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?
A:
No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.
Q:
What is a broker non-vote?
A:
A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Your broker does not have discretionary authority to vote your shares with respect to the BOJ Merger Proposal or the BOJ Adjournment Proposal.

14



Q:
How are broker non-votes and abstentions treated?
A:
Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker does not have discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares. If you hold shares in “street name” and do not provide voting instructions to your broker, those shares will be counted as broker non-votes for all non-routine matters. It is expected that all proposals to be voted on at the special meeting are non-routine matters. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.
Abstentions and broker non-votes by BOJ shareholders will have the effect of a vote AGAINST the BOJ Merger Proposal because BOJ’s articles of incorporation requires the BOJ Merger Proposal to be approved by the affirmative vote of the holders of at least two-thirds (2/3rds) of the number of shares entitled to vote. Abstentions and broker non-votes will not have the effect of a vote AGAINST the BOJ Adjournment Proposal.
Q:
How do I vote if I own shares through the BOJ ESOP? 
A:
If you hold BOJ common stock beneficially through the Highlands Bank Employee Stock Ownership Plan (the “BOJ ESOP”), you will receive a voting instruction card to reflect all of the shares of BOJ common stock that you may direct the trustees to vote on your behalf under the BOJ ESOP. Under the terms of the BOJ ESOP, all shares held by the BOJ ESOP are generally voted by the BOJ ESOP trustees at the direction of the administrative committee for the BOJ ESOP (the “ESOP Committee”), but for certain significant matters, such as the BOJ Merger Proposal, each participant in the BOJ ESOP may direct the trustees how to vote the shares of BOJ common stock allocated to his or her account. Allocated shares for which no timely voting instructions are received will be voted by the BOJ ESOP trustees at the direction of the ESOP Committee in the best interest of BOJ ESOP participants, subject to the exercise of the trustees’ fiduciary duties.
Q:
What constitutes a quorum for the special meeting?
A:
The presence (in person or by proxy) of holders of at least a majority of the voting power represented by all issued and outstanding shares of BOJ common stock entitled to be voted at the special meeting constitutes a quorum for transacting business at the special meeting. All shares of BOJ common stock present in person or represented by proxy, including abstentions and broker non-votes, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.
Q:
What is the vote required to approve each proposal at the special meeting?
A:
BOJ Merger Proposal: The affirmative vote of not less than two-thirds (2/3rds) of the outstanding shares of BOJ common stock is required to approve the BOJ Merger Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the BOJ Merger Proposal, it will have the effect of a vote AGAINST the proposal.
BOJ Adjournment Proposal: The affirmative vote of a majority of votes cast on the proposal at the special meeting is required to approve the BOJ Adjournment Proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the BOJ Adjournment Proposal, it will have no effect on the proposal.
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for BOJ to obtain the necessary quorum to hold the special meeting and to obtain approval of the proposals to be voted upon at the special meeting. In addition, your failure to vote will have the effect of a vote AGAINST the BOJ Merger Proposal. The BOJ Board unanimously recommends that you, as a BOJ shareholder, vote “FOR” the BOJ Merger Proposal.

15



Q:
Can I attend the special meeting and vote my shares in person?
A:
Yes. All shareholders of BOJ, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Holders of record of BOJ common stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. BOJ reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited without BOJ’s express written consent.
Q:
Can I change my vote?
A:
Yes. If you are a holder of record of BOJ common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) attending and voting in person at the special meeting; (ii) giving notice of revocation of the proxy at the special meeting; or (iii) delivering to the Secretary of BOJ (A) a written notice of revocation or (B) a duly executed proxy card relating to the same shares, bearing a date later than the proxy card previously executed. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by BOJ after the vote will not affect the vote. All written notices of revocation and other communications with respect to revocation or proxies should be sent to: BOJ Bancshares, Inc., 1542 Charter Street, Jackson, Louisiana 70748, Attention: Heather Spillman.
If you hold your shares of BOJ common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.
Q:
What are the expected U.S. federal income tax consequences to a holder of BOJ common stock as a result of the transactions contemplated by the merger agreement?
A:
Investar and BOJ intend that the integrated mergers will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If the integrated mergers qualify as a reorganization under Section 368(a) of the Code, a holder of BOJ common stock who exchanges BOJ common stock for a combination of Investar common stock and cash generally should recognize gain (but not loss) from the exchange equal to the lesser of the cash received by such holder and the amount, if any, by which the cash plus the fair market value of Investar common stock received by such holder exceeds the tax basis of such holder’s BOJ common stock surrendered in exchange therefor.
For further information, please see the section of this proxy statement/prospectus entitled, “Material U.S. Federal Income Tax Consequences of the Integrated Mergers.” The U.S. federal income tax consequences described above may not apply to all holders of BOJ common stock. Your tax consequences will depend on your individual situation. Accordingly, Investar and BOJ strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the integrated mergers to you.
Q:
Are BOJ shareholders entitled to appraisal rights?
A:
Yes, BOJ shareholders may exercise appraisal rights in connection with the merger. For further information, see “The Merger—Appraisal Rights in the Merger,” which discussion is qualified by the full text of the provisions of the Louisiana Business Corporation Act (“LBCA’) relating to rights of dissent set forth in Annex C hereto.

16



Q:
Should I send in my BOJ stock certificates now?
A:
No. Please do not send in your BOJ stock certificates with your proxy. After the merger, Investar’s exchange agent, American Stock Transfer & Trust Company LLC, will send you instructions for exchanging BOJ stock certificates for the per share merger consideration. See “The Merger Agreement—Conversion of Shares; Exchange of Certificates."
Q:
Whom may I contact if I cannot locate my BOJ stock certificate(s)?
A:
If you are unable to locate your original BOJ stock certificate(s), you should contact Heather Spillman, at (225) 634-7741 or hspillman@thbank.net.
Q:
When do you expect to complete the merger?
A:
Investar and BOJ currently expect to complete the merger in the fourth quarter of 2017. However, neither Investar nor BOJ can assure you of when or if the merger will be completed. Before the merger is completed, BOJ must obtain the approval of BOJ shareholders for the BOJ Merger Proposal, necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, holders of BOJ common stock will not receive any consideration for their shares in connection with the merger. Instead, BOJ will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, BOJ may be required to pay a termination fee to Investar. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fee,” for a complete discussion of the circumstances under which a termination fee would be required to be paid.
Q:
Whom should I call with questions?
A:
If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of BOJ common stock, please contact Michael L. Creed, at (225) 634-7741 or mcreed@thbank.net.

17



SUMMARY
This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. Investar and BOJ urge you to read carefully the entire proxy statement/prospectus, including the annexes, and the other documents to which they refer in order to fully understand the merger. A copy of the merger agreement is attached as Annex A. In addition, we incorporate by reference into this proxy statement/prospectus important business and financial information about Investar. See “Where You Can Find More Information.” Each item in this summary refers to the section of this proxy statement/prospectus on which that subject is discussed in more detail.
Information About the Companies (page 95)
Investar
Investar is a Louisiana corporation and a financial holding company headquartered in Baton Rouge, Louisiana. Through its wholly-owned subsidiary, Investar Bank, a Louisiana state chartered bank, Investar provides relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. Investar’s primary market is South Louisiana. Investar serves this markets from its main office located in Baton Rouge, and from fourteen additional full service branches located throughout its market areas. As of June 30, 2017, on a consolidated basis, Investar had total assets of $1.2 billion, net loans of $925.6 million, total deposits of $894.8 million and stockholders’ equity of $150.8 million.
On July 1, 2017, Investar completed its acquisition of Citizens Bancshares, Inc. (“Citizens”), pursuant to the terms of the Agreement and Plan of Reorganization, dated March 8, 2017, by and between Investar and Citizens (the “Citizens Merger Agreement”). In connection with this acquisition and through a series of related transactions, Citizens was merged with and into Investar (the “Citizens merger”). Following the effective time of the Citizens merger, Citizens’ wholly-owned bank subsidiary, Citizens Bank, merged with and into Investar’s wholly-owned bank subsidiary, Investar Bank, with Investar Bank surviving the bank merger. Under the terms of the Citizens Merger Agreement, all of the issued and outstanding shares of Citizens common stock were converted into the right to receive an aggregate amount of cash consideration equal to $45.8 million, or approximately $419.20 in exchange for each share of Citizens common stock that was outstanding immediately prior to the effective time of the acquisition. Additional information about the Citizens merger is included in documents referred to in the section of this proxy statement/prospectus entitled “Recent Developments.”
Investar believes that the Louisiana banking market presents a significant opportunity for growth and franchise expansion, both organically and through strategic acquisitions. Although the financial services industry is rapidly changing and intensely competitive, and will likely remain so, Investar believes that Investar Bank competes effectively as a local community bank. Investar benefits from the consistency of local leadership and the availability of local access and responsive customer service. Taking into consideration its competitively-priced products and services, Investar believes it is well-positioned among other financial institutions to attract individual and small to medium-sized business customers.
Investar’s principal executive offices are located at 7244 Perkins Road, Baton Rouge, Louisiana 70808, and its telephone number at that address is (225) 227-2222.  Investar’s website address is www.investarbank.com.
Investar makes its periodic reports and other information filed with, or furnished to, the SEC available free of charge through its website as soon as reasonably practicable after those reports and other information are electronically filed with, or furnished to, the SEC. Except as specifically incorporated by reference into this proxy statement/prospectus, the information on, or otherwise accessible through, Investar’s website is not incorporated by reference herein and does not constitute a part of this proxy statement/prospectus. Additional information about Investar and its subsidiaries is included in documents referred to in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

18



BOJ
BOJ was incorporated as a Louisiana corporation in 1983. BOJ was formed for the purpose of serving as a bank holding company for Highlands Bank, which previously operated under the name “Bank of Jackson.” BOJ does not, as an entity, engage in separate business activities of a material nature apart from the activities it performs for Highlands Bank. Its primary activities are to provide assistance in the management and coordination of Highlands Bank’s financial resources. BOJ has no significant assets other than all of the outstanding common stock of Highlands Bank. BOJ derives its revenues primarily from the operations of Highlands Bank in the form of dividends received from Highlands Bank.
Highlands Bank was chartered as a Louisiana state bank in 1904. Since their inception, both BOJ and Highlands Bank have generally grown organically. Highlands Bank currently operates from five banking offices, which are located in East Feliciana Parish (its principal office in Jackson and Slaughter branch), East Baton Rouge Parish (Baton Rouge and Zachary branches) and West Feliciana Parish (St. Francisville branch). Highlands Bank also has a loan production office in Baton Rouge. All of Highlands Bank’s offices are located in the Baton Rouge Metropolitan Statistical Area.
As of June 30, 2017, BOJ had, on a consolidated basis, total assets of approximately $150.2 million, total deposits of approximately $122.9 million, total loans (net of allowance for loan losses) of approximately $104.4 million, and total stockholders’ equity of approximately $16.7 million. BOJ does not file reports with the SEC. BOJ does, however, voluntarily provide certain financial reports, including annual audited financial statements, to its shareholders.
BOJ’s principal executive offices are located at 1542 Charter Street, Jackson, Louisiana 70748, and its telephone number at that address is (225) 634-7741. BOJ’s website address is www.thehighlandsbank.net. For additional information about BOJ and its subsidiaries see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”
In the Merger, BOJ Shareholders Will Be Entitled To Receive Shares of Investar Common Stock and Cash (page 75)
Merger Consideration
If the merger is completed, all outstanding shares of BOJ common stock (other than shares of BOJ common stock held by dissenting shareholders) will be converted into the right to receive the aggregate merger consideration which consists of 799,559 shares of Investar common stock and $3,950,000 in cash, subject to possible adjustments to the aggregate merger consideration under certain circumstances as described in this proxy statement/prospectus. Each share of BOJ common stock (other than shares of BOJ common stock held by any dissenting shareholder) will be entitled to receive a portion of the aggregate merger consideration equal to (i) the per share cash consideration and (ii) the per share stock consideration. There are anticipated to be 33,693 issued and outstanding shares of BOJ common stock immediately prior to the effective time.
As a result of the foregoing and assuming no adjustments to the aggregate merger consideration, based on the number of shares of Investar common stock and BOJ common stock outstanding as of October 6, 2017, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, approximately 92% of outstanding Investar common stock following the merger will be held by shareholders who were holders of Investar common stock immediately prior to the effectiveness of the merger and approximately 8% of outstanding Investar common stock will be held by shareholders who were holders of BOJ common stock immediately prior to the effectiveness of the merger.
The value of the aggregate merger consideration will fluctuate within a range between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for Investar common stock. Any increase in the market price of Investar common stock of up to $26.11 per share, and any decrease of down to $20.43 per share, after the date of this proxy statement/prospectus will change the value of the shares of Investar common stock that BOJ shareholders will be entitled to receive. Consequently, you will not know the exact per share merger consideration to be paid to BOJ shareholders as a result of the merger when you vote at the special meeting.

19



The table below sets forth the implied value of the per share merger consideration based on the closing price of Investar common stock as quoted by NASDAQ on the specified dates assuming 33,693 issued and outstanding shares of BOJ common stock:
Date
 
Closing price of Investar common stock
 
Implied value of per share stock consideration
 
Per share cash consideration
 
Implied value of per share merger consideration(4)
 
Aggregate stock consideration
 
Aggregate cash consideration
 
Aggregate merger consideration(4)
August 4, 2017(1)
 
$
22.65

 
$
537.50

 
$
117.24

 
$
654.74

 
$
18,110,011

 
$
3,950,000

 
$
22,060,011

October 6, 2017(2)
 
$
23.90

 
$
567.16

 
$
117.24

 
$
684.40

 
$
19,109,460

 
$
3,950,000

 
$
23,059,460

October 17, 2017(3)
 
$
23.55

 
$
558.86

 
$
117.24

 
$
676.10

 
$
18,827,614

 
$
3,950,000

 
$
22,779,614

______________________________
(1)
The last trading day before public announcement of the merger.
(2)
The latest practicable trading day before the initial filing of this proxy statement/prospectus.
(3)
The latest practicable trading day before the printing of this proxy statement/prospectus.
(4)
Assumes there is no downward adjustment to the aggregate merger consideration based upon BOJ’s adjusted tangible shareholders’ equity. For a discussion of the possible adjustments to the aggregate merger consideration, see “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.”

The merger agreement governs the merger. The merger agreement is included in this proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.
Adjustments to Merger Consideration
The aggregate merger consideration is subject to a dollar-for-dollar downward adjustment to the extent that BOJ’s adjusted tangible shareholders’ equity is less than $16.5 million as of a date, to be determined by BOJ, that is within ten days prior to the closing of the merger. The adjusted tangible shareholders’ equity of BOJ will be calculated as the sum of BOJ’s capital stock, surplus and undivided profits, on a consolidated basis, excluding any goodwill and unrealized gains or losses on available-for-sale securities, and less certain merger costs and other specified items which are described in more detail in this proxy statement/prospectus. If this downward adjustment is triggered, then both the aggregate cash consideration and the aggregate stock consideration will be reduced on a pro rata basis based upon the amount of aggregate cash consideration and aggregate stock consideration making up the aggregate merger consideration prior to such reduction.
As of October 17, 2017, the most recent practicable date before the printing of this proxy statement/prospectus, BOJ estimates that BOJ’s adjusted tangible shareholders’ equity as of the closing of the merger will be $16.5 million or greater, resulting in no downward adjustment to the aggregate merger consideration with respect to BOJ’s adjusted tangible shareholders’ equity.
As discussed above, the merger agreement also includes two collar mechanisms that could result in a modification to the number of shares of Investar common stock to be issued as consideration in the transaction. First, the exchange ratio will be reduced, and fewer shares of Investar common stock will be issued in the merger if the Average Closing Price for Investar common stock is greater than $26.11. Second, the exchange ratio will be increased and more shares of Investar common stock will be issued in the transaction if the Average Closing Price is less than $20.43. The parties will not be obligated to consummate the merger if the Average Closing Price is not greater than $19.50. For a discussion of possible adjustments to the aggregate merger consideration and the determination and composition of BOJ’s adjusted tangible shareholders’ equity, see “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.”

20



The BOJ Board Unanimously Recommends that BOJ Shareholders Vote “FOR” the BOJ Merger Proposal and the BOJ Adjournment Proposal (page 58)
The BOJ Board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of BOJ and its shareholders and has unanimously approved the merger agreement. The BOJ Board unanimously recommends that BOJ shareholders vote “FOR” the BOJ Merger Proposal and “FOR” the BOJ Adjournment Proposal. For the factors considered by the BOJ Board in reaching its decision to approve the merger agreement, see “The Merger—BOJ’s Reasons for the Merger; Recommendation of the BOJ Board.
All of the directors of BOJ have entered into a voting agreement with Investar, solely in their capacity as shareholders of BOJ, pursuant to which they have agreed to vote in favor of the BOJ Merger Proposal and in favor of any other matter required to be approved by the shareholders of BOJ to facilitate the transactions contemplated by the merger agreement. For more information regarding the voting agreement, see “The Merger Agreement—BOJ Director Non-Competition and Voting Agreements.”
Opinion of BOJ’s Financial Advisor (page 61 and Annex B)
In connection with the merger, the BOJ Board received an oral opinion, which was subsequently confirmed in writing on August 4, 2017, from National Capital, LLC (“National Capital”), the financial advisor to BOJ, to the effect that, as of August 4, 2017, the per share merger consideration provided for in the merger agreement was fair, from a financial point of view, to holders of BOJ common stock. The full text of the opinion letter of National Capital dated August 4, 2017, is included in this proxy statement/prospectus as Annex B. BOJ encourages you to read this opinion letter carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by National Capital in providing its opinion. The opinion of National Capital has not been updated prior to the date of this proxy statement/prospectus and does not reflect any change in circumstances after August 4, 2017. National Capital’s opinion is directed to the BOJ Board, addresses only the fairness of the per share merger consideration provided for in the merger agreement to the holders of BOJ common stock from a financial point of view, and does not constitute a recommendation to you or any other shareholder as to how to vote with respect to the merger or any other matter considered at the special meeting. For further information, please see the section entitled “The Merger—Opinion of BOJ’s Financial Advisor.”
How Outstanding BOJ Stock Options Will Be Treated (page 78)
The merger agreement requires the BOJ Board, which administers the BOJ Bancshares, Inc. 2008 Stock Options and Stock Appreciation Rights Plan (the “BOJ Stock Option Plan”), to accelerate the time in which all outstanding options to purchase shares of BOJ common stock may be exercised in accordance with the applicable provisions of the BOJ Stock Option Plan to a date that is no later than fifteen (15) days prior to the closing date. All BOJ options that are not exercised or surrendered prior to the closing date will be terminated as of the effective time for the merger. Investar will not assume, and will not pay any merger consideration, in exchange for any options to purchase shares of BOJ common stock. No holder of any unexpired and unexercised options to purchase shares of BOJ common stock will have any right thereunder to acquire any equity securities of BOJ or Investar, or any right to payment in respect of any such securities of BOJ except for payment of the allocable portion of the aggregate merger consideration with respect to the shares of BOJ common stock into which such options are exercised prior to the effective time.
How BOJ’s Trust Preferred Securities Will Be Treated (page 48)
Pursuant to the merger agreement, Investar will assume or discharge, in Investar’s sole discretion, all of BOJ’s obligations in respect of the issuance of $3,093,000.00 in trust preferred securities, liquidation amount $1,000 per trust preferred security, by BOJ’s wholly-owned subsidiary, BOJ Bancshares Statutory Trust I.

21



How Will Shares of BOJ Common Stock Held in the BOJ ESOP be Treated (page 78)
The BOJ ESOP is a shareholder of BOJ, similar to any other shareholder of BOJ. Accordingly, shares of BOJ common stock held in the BOJ ESOP will receive the same merger consideration as any other shareholder of BOJ, based upon the number of shares of BOJ common stock that the BOJ ESOP holds at the effective time of the merger.
BOJ Will Hold its Special Meeting on November 15, 2017 (page 54)
The special meeting will be held on Wednesday, November 15, 2017, at 8:00 a.m., local time, at 1542 Charter Street, Jackson, Louisiana 70748. At the special meeting, BOJ shareholders will be asked to approve the BOJ Merger Proposal and, if applicable, the BOJ Adjournment Proposal.
Only holders of record of BOJ common stock at the close of business on October 20, 2017, the record date, will be entitled to notice of and to vote at the special meeting. Each share of BOJ common stock is entitled to one vote on each proposal to be considered at the special meeting. As of the record date, there were approximately 33,693 shares of BOJ common stock entitled to vote at the special meeting. As of the record date, the directors and executive officers of BOJ and their affiliates beneficially owned and were entitled to vote, in the aggregate, 16,299.61 shares of BOJ common stock representing approximately 48.38% of the shares of BOJ common stock outstanding on that date.
The BOJ Merger Proposal will be approved if not less than two-thirds (2/3rds) of the outstanding shares of BOJ common stock are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or fail to vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the BOJ Merger Proposal, it will have the effect of a vote AGAINST the BOJ Merger Proposal.
The BOJ Adjournment Proposal will be approved if a majority of the votes cast on the proposal at the special meeting are voted in favor of the proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or fail to vote in person at the special meeting or fail to instruct your bank or broker how to vote with respect to the BOJ Adjournment Proposal, it will have no effect on the proposal.
Material U.S. Federal Income Tax Consequences of the Integrated Mergers (page 91)
The obligations of Investar and BOJ to complete the merger are conditioned on, among other things, the receipt by Investar and BOJ of a tax opinion from Fenimore, Kay, Harrison & Ford, LLP, dated as of the closing date of the merger, to the effect that, on the basis of facts, representations and assumptions that are consistent with the facts existing at the effective time and as set forth and referred to in such opinions, the integrated mergers will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.
Assuming that the integrated mergers qualify as a reorganization within the meaning of Section 368(a) of the Code, it is anticipated that a holder of BOJ common stock who exchanges BOJ common stock for a combination of Investar common stock and cash generally should recognize gain (but not loss) from the exchange equal to the lesser of the cash received by such holder and the amount, if any, by which the cash plus the fair market value of Investar common stock received by such holder exceeds the tax basis of such holder’s BOJ common stock surrendered in exchange therefor.
For further information, please see “Material U.S. Federal Income Tax Consequences of the Integrated Mergers.” The U.S. federal income tax consequences described above may not apply to all holders of BOJ common stock. Your tax consequences will depend on your individual situation. Accordingly, Investar and BOJ strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the integrated mergers to you.

22



Interests of BOJ’s Directors and Executive Officers in the Merger (page 70)
In considering the recommendation of the BOJ Board with respect to the merger agreement, you should be aware that certain of BOJ’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of the BOJ shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of the BOJ shareholders include:
Vesting and Allocation of BOJ Common Stock Held by the BOJ ESOP; Payment of Accrued Unused Vacation to BOJ’s Chief Executive Officer; and Potential Participation in Adjusted Tangible Shareholder’s Equity in excess of $16.5 Million. The consummation of the merger and the termination of the ESOP in accordance with the terms of the merger agreement will result in the vesting of the unvested shares of BOJ common stock held by the BOJ ESOP, for the benefit of the employees of Highlands Bank who are participants in the BOJ ESOP. Pursuant to the termination of the ESOP, the unallocated shares of BOJ common stock held by the BOJ ESOP will be allocated to such participants in accordance with the terms of the ESOP. Further, the accrued and unused vacation of the chief executive officer of BOJ in the approximate amount of $179,000 will be paid to him upon the consummation of the merger. In addition, the executive officers and employees of BOJ and Highlands Bank may, in the discretion of the BOJ Board, participate in the adjusted tangible shareholders’ equity of BOJ at the closing in excess of $16.5 million, if any, subject to a holdback that has been agreed upon between BOJ and Investar for expenses for which BOJ is responsible in excess of the amounts accrued therefor by BOJ in the computation of the adjusted tangible shareholders’ equity of BOJ at the closing.
Indemnification and Insurance. For a period of six years following the effective time, Investar has agreed to indemnify the directors and officers of BOJ against liabilities arising before the effective time to the same extent that those individuals would have been entitled to indemnification under applicable law or BOJ’s constituent documents prior to the effective time. Investar has also agreed to pay for tail insurance premiums for the past acts and extended reporting period insurance coverage under BOJ’s current directors’ and officers’ insurance policy (or comparable coverage) for a period of six years following the merger.
Employee Benefit Plans. On or as soon as reasonably practicable following the merger, employees of BOJ who continue on as employees of Investar will be entitled to participate in the Investar health and welfare benefit and similar plans on the same terms and conditions as employees of Investar. Subject to certain exceptions, these employees will receive credit for their years of service to BOJ or Highlands Bank for participation, vesting and benefit accrual purposes.
These interests are discussed in more detail in the section of this proxy statement/prospectus entitled “The Merger-Interests of BOJ’s Directors and Executive Officers in the Merger.” The BOJ Board was aware of these interests and considered them, among other matters, in approving the merger agreement. BOJ does not anticipate that any of the payments described above will impact the amount of the per share merger consideration payable to the BOJ shareholders. However, the payments to be made under existing BOJ employment arrangements with employees will be considered transaction expenses under the merger agreement and will reduce the amount of BOJ’s adjusted tangible shareholders’ equity for purposes of determining whether there would be a corresponding downward adjustment to the aggregate merger consideration. For additional information on the potential adjustments to the aggregate merger consideration, please see “The Merger Agreement–Structure of the Merger–Adjustments to Merger Consideration.”
BOJ Shareholders Are Entitled To Assert Appraisal Rights (page 71 and Annex C)
Louisiana law permits BOJ shareholders to exercise appraisal rights in connection with the merger and to receive the fair value of their shares of BOJ common stock in cash. To exercise appraisal rights, a BOJ shareholder must follow certain procedures, including filing certain notices with BOJ and not voting his or her shares in favor of the merger agreement. The shares of BOJ common stock held by a shareholder who has exercised appraisal rights will not be exchanged for stock consideration or cash consideration in the merger and such shareholder’s only right will be to receive the fair value of his or her shares of BOJ common stock in cash. BOJ shareholders who perfect their appraisal rights and receive cash in exchange for their shares of BOJ common stock may recognize gain or loss for U.S. federal income tax purposes. A copy of the applicable statutory provisions of the LBCA is included as Annex C to this proxy

23



statement/prospectus and a summary of the provisions can be found under the section of this proxy statement/prospectus entitled “The Merger—Appraisal Rights in the Merger.”
Conditions that Must Be Satisfied or Waived for the Merger To Occur (page 87)
Currently, BOJ and Investar expect to complete the merger in the fourth quarter of 2017. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. Investar’s and BOJ’s respective obligations to complete the merger are subject to the satisfaction or waiver of the following conditions:
the adoption of the merger agreement by BOJ’s shareholders;
the receipt of all requisite regulatory approvals and the expiration of all statutory waiting periods in respect thereof, and such regulatory approvals remaining in full force and effect;
the effectiveness of the registration statement of which this proxy statement/prospectus is a part with respect to the Investar common stock to be issued upon the consummation of the merger and the absence of any stop order (or proceedings for that purpose initiated or threatened and not withdrawn);
the absence of any order, injunction, or decree by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the other transactions contemplated by the merger agreement, and the absence of any statute, rule, regulation, order, injunction or decree enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the merger or imposes any material limits on the ability of either party to consummate the merger;
the accuracy of the representations and warranties of the other party contained in the merger agreement;
the receipt by each party of all documents instruments required to be delivered by the other party at closing;
the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the date on which the merger is completed;
receipt by Investar and BOJ of an opinion from Fenimore, Kay, Harrison & Ford, LLP to the effect that, on the basis of facts, representations and assumptions that are consistent with the facts existing at the effective time and as set forth or referred to in such opinion, the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code;
the adjusted tangible shareholders’ equity of BOJ, determined in accordance with the requirements of the merger agreement, being at least $16.0 million;
the Average Closing Price for Investar common stock, calculated in accordance with the terms of the merger agreement, being an amount greater than $19.50; and
the absence of a “material adverse change” (as defined in the merger agreement) with respect to the other party.
In addition, Investar’s obligations to complete the merger are subject to the satisfaction or waiver of the following conditions:
holders of shares who have exercised appraisal rights in the merger representing not more than 10.0% of the outstanding shares of BOJ common stock;
all options to purchase shares of BOJ common stock having expired or been exercised prior to the closing date; and

24



the absence of any condition imposed as a result of obtaining the regulatory approvals required by the merger agreement that would result in, or be reasonably likely to materially and adversely diminish the economic benefit of the merger to Investar.
Neither BOJ nor Investar can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party, or that the merger will be completed.
Termination of the Merger Agreement (page 88)
Investar and BOJ can mutually agree at any time to terminate the merger agreement without completing the merger. In addition, either Investar or BOJ may decide, without the consent of the other, to terminate the merger agreement if:
the merger has not been completed by May 31, 2018 (or such later date as Investar and BOJ may agree) unless the failure to complete the merger by that time is due to a breach of a representation or warranty or failure to comply with an obligation in the merger agreement by the party that seeks to terminate the merger agreement;
the merger of BOJ into Investar or the merger of Highlands Bank into Investar Bank is not approved by the appropriate regulatory authorities, or if Investar or BOJ reasonably determine that there is a substantial likelihood that any such approval will not be obtained or will be obtained only upon conditions that make it inadvisable to proceed with the merger;
the other party materially breaches its representations and warranties or any covenant or agreement contained in the merger agreement and such breach has not been cured within 30 days after the terminating party gives written notice of such failure to the breaching party; or
BOJ shareholders fail to approve the merger agreement.
BOJ may also terminate the merger agreement, without the consent of Investar, if the board of directors of BOJ receives an unsolicited, bona fide alternative acquisition proposal and, under certain terms and conditions, determines that it is a superior proposal to that of the merger agreement and that the failure to accept such proposal would be reasonably likely to cause the board of directors to violate its fiduciary duties under applicable law. However, Investar has the right to adjust the terms and conditions of the merger agreement so that the superior proposal no longer constitutes a superior proposal.
Investar may also terminate the merger agreement if BOJ has breached its non-solicitation obligations contained in the merger agreement in a manner adverse to Investar, the board of BOJ resolves to accept a competing acquisition proposal or the BOJ Board changes its recommendation regarding the merger.
Termination Fee (page 89)
If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of the BOJ Board, BOJ may be required to pay to Investar a termination fee equal to $890,000 plus all expenses incurred by Investar in connection with the proposed merger, provided that the amount of such expenses will be limited to $250,000. This termination fee could discourage other companies from seeking to acquire or merge with BOJ. Termination fees are discussed in more detail in the section of this proxy statement/prospectus entitled, “The Merger Agreement—Termination Fee.”

25



Regulatory Approvals Required for the Merger (page 74)
Subject to the terms of the merger agreement, both BOJ and Investar have agreed to cooperate with each other and use their commercially reasonable efforts to obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These approvals include approvals from, among others, the FDIC, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Louisiana Office of Financial Institutions (the “OFI”). Investar and BOJ have submitted applications and notifications to obtain regulatory approvals from, or provide prior notice to, each required governmental authority.
Although neither BOJ nor Investar knows of any reason why it cannot obtain these regulatory approvals in a timely manner, BOJ and Investar cannot be certain when or if they will be obtained.
The Rights of BOJ Shareholders Will Change as a Result of the Merger (page 100)
The rights of BOJ shareholders will change as a result of the merger due to differences in Investar’s and BOJ’s governing documents. See the section of this proxy statement/prospectus entitled “Comparison of Shareholders’ Rights,” for a description of the material differences in shareholders’ rights under each of the Investar and BOJ governing documents.
Risk Factors (page 42)
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under the section of this proxy statement/prospectus entitled “Risk Factors,” beginning on page 42.

26



RECENT DEVELOPMENTS
On July 1, 2017, Investar completed its merger with Citizens pursuant to the terms of the Citizens Merger Agreement. At the effective time of the Citizens merger and through a series of related transactions, Citizens was merged with and into Investar. Following the effective time of the Citizens merger, Citizens' wholly-owned bank subsidiary, Citizens Bank, merged with and into Investar’s wholly-owned bank subsidiary, Investar Bank, with Investar Bank surviving the bank merger. Under the terms of the Citizens Merger Agreement, all of the issued and outstanding shares of Citizens common stock were converted into the right to receive an aggregate amount of cash consideration equal to $45.8 million, or approximately $419.20 in exchange for each share of Citizens common stock that was outstanding immediately prior to the effective time of the acquisition.
Citizens was a Louisiana corporation that owned all of the outstanding shares of common stock of Citizens Bank, Ville Platte, Louisiana, a Louisiana state bank. Prior to its acquisition by Investar, Citizens Bank provided a full range of banking products and services to businesses and individuals in Evangeline Parish, Louisiana. Citizens Bank operated from its main office in Ville Platte, Louisiana and two branches located in Mamou and Pine Prairie, Louisiana. At June 30, 2017, Citizens had approximately $249.8 million in assets, $129.9 million in net loans, $212.0 million in deposits and $35.8 million in stockholders’ equity, and served the residents of Evangeline Parish through its three branch locations. For additional information regarding Citizens, please see the audited consolidated financial statements of Citizens for the years ended December 31, 2016 and 2015, which are incorporated by reference into this prospectus supplement.
Additional information on Investar’s acquisition of Citizens may be found in Investar’s reports filed with the SEC, including the Form 8-K filed with the SEC on March 8, 2017, the Form 8-K filed with the SEC on July 3, 2017, the Form 8-K/A filed with the SEC on September 15, 2017.

27



SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF INVESTAR
The following table sets forth selected historical consolidated financial and other data (i) as of and for the six months ended June 30, 2017 and 2016 and (ii) as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012. Investar Bank did not become a subsidiary of Investar until the completion of a share exchange transaction in November 2013. Accordingly, the selected financial information below as of and for the year ended December 31, 2012 relates only to the operations of Investar Bank, while the selected financial information below as of and for the six months ended June 30, 2017 and 2016, and for the years ended December 31, 2016, 2015, 2014 and 2013 reflects the operations of Investar and the Bank on a consolidated basis.
Selected consolidated financial data as of and for the years ended December 31, 2016, 2015, 2014 and 2013 have been derived from Investar’s audited financial statements which are incorporated by reference into this proxy statement/prospectus. The selected financial information for the year ended December 31, 2012 has been derived from the audited financial statements of Investar Bank which are incorporated by reference into this proxy statement/prospectus. Selected financial data as of and for the six months ended June 30, 2017 and 2016 have been derived from Investar’s unaudited financial statements incorporated by reference into this proxy statement/prospectus and have not been audited but, in the opinion of Investar’s management, contain all adjustments (consisting of only normal or recurring adjustments) necessary to present fairly Investar’s financial position and results of operations for such periods in accordance with generally accepted accounting principles, or GAAP. Investar’s historical results are not necessarily indicative of any future period. The performance, asset quality and capital ratios are unaudited and derived from Investar’s audited and unaudited financial statements as of and for the periods presented. Average balances have been calculated using daily averages, unless otherwise denoted. See “Where You Can Find More Information.”

28



(in thousands, except share data)
As of and for the Six Months Ended June 30,
 
As of and for the Years Ended December 31,
 
2017
 
2016
 
2016
 
2015
 
2014
 
2013
 
2012
Statements of Earnings Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
22,937

 
$
21,097

 
$
43,152

 
$
37,340

 
$
31,369

 
$
22,472

 
$
14,587

Interest expense
4,775

 
3,892

 
8,413

 
5,882

 
4,675

 
3,460

 
2,542

Net interest income
18,162

 
17,205

 
34,739

 
31,458

 
26,694

 
19,012

 
12,045

Provision for loan losses
725

 
1,254

 
2,079

 
1,865

 
1,628

 
1,026

 
685

Net interest income after provision for loan losses
17,437

 
15,951

 
32,660

 
29,593

 
25,066

 
17,986

 
11,360

Noninterest income
1,686

 
3,543

 
5,468

 
8,344

 
5,860

 
5,354

 
3,625

Noninterest expense
13,612

 
13,488

 
26,639

 
27,353

 
24,384

 
19,024

 
11,645

Income before income taxes
5,511

 
6,006

 
11,489

 
10,584

 
6,542

 
4,316

 
3,340

Income tax expense
1,724

 
2,011

 
3,609

 
3,511

 
1,145

 
1,148

 
979

Net income
3,787

 
3,995

 
7,880

 
7,073

 
5,397

 
3,168

 
2,361

Per Share Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.48

 
$
0.56

 
$
1.11

 
$
0.98

 
$
0.98

 
$
0.86

 
$
0.79

Diluted earnings per share
0.47

 
0.55

 
1.10

 
0.97

 
0.93

 
0.81

 
0.71

Book value per common share
17.11

 
15.63

 
15.88

 
15.05

 
14.24

 
14.06

 
13.56

Common shares outstanding at end of period
8,815,119

 
7,214,734

 
7,101,851

 
7,264,282

 
7,262,085

 
3,945,114

 
3,210,816

Balance Sheet Data (at period end):
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
1,225,526

 
$
1,126,930

 
$
1,158,960

 
$
1,031,555

 
$
879,354

 
$
634,946

 
$
375,446

Securities
203,044

 
177,497

 
183,142

 
139,779

 
92,818

 
62,752

 
44,326

Loans held for sale

 
46,717

 

 
80,509

 
103,396

 
5,029

 
16,988

Loans held for investment
932,960

 
817,470

 
893,426

 
745,441

 
622,790

 
504,095

 
288,753

Allowance for loan losses
7,320

 
7,091

 
7,051

 
6,128

 
4,630

 
3,380

 
2,722

Deposits
894,825

 
867,205

 
907,787

 
737,406

 
628,118

 
532,606

 
299,670

Stockholders’ equity
150,796

 
112,763

 
112,757

 
109,350

 
103,384

 
55,483

 
43,553

Average Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
1,178,380

 
$
1,065,799

 
$
1,103,712

 
$
920,267

 
$
734,977

 
$
496,685

 
$
319,338

Securities
187,912

 
144,938

 
156,422

 
98,593

 
79,036

 
54,642

 
40,174

Loans, including loans held for sale
903,466

 
842,420

 
862,340

 
754,056

 
601,238

 
405,997

 
251,269

Deposits
875,442

 
799,680

 
848,012

 
706,243

 
583,072

 
411,471

 
259,457

Stockholders’ equity
133,694

 
111,454

 
112,476

 
107,086

 
79,371

 
51,070

 
40,011

Performance Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets
0.65
%
 
0.75
%
 
0.71
%
 
0.77
%
 
0.73
%
 
0.64
%
 
0.74
 %
Return on average common stockholders’ equity
5.71

 
7.19

 
6.99

 
6.60

 
6.80

 
6.10

 
5.90

Net interest margin
3.28

 
3.42

 
3.32

 
3.61

 
3.85

 
4.10

 
4.04

Efficiency ratio(1)
68.58

 
65.01

 
66.25

 
68.72

 
74.90

 
78.07

 
74.32

Asset Quality Ratios(2):
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.41
%
 
0.51
%
 
0.52
%
 
0.30
%
 
0.69
%
 
0.79
%
 
0.62
 %
Nonperforming loans to total loans
0.13

 
0.67

 
0.22

 
0.32

 
0.54

 
0.30

 
0.02

Allowance for loan losses to total loans (excluding loans held for sale)
0.78

 
0.87

 
0.79

 
0.82

 
0.74

 
0.67

 
0.94

Allowance for loan losses to nonperforming loans(3)
627.63

 
129.59

 
356.16

 
254.16

 
138.61

 
227.00

 
5,136.00

Net charge-offs to average loans
0.03

 
0.02

 
0.14

 
0.05

 
0.07

 
0.09

 
(0.12
)
Capital Ratios(2) (4):
 
 
 
 
 
 
 
 
 
 
 
 
 
Total equity to total assets
12.30
%
 
10.01
%
 
9.73
%
 
10.60
%
 
11.76
%
 
8.74
%
 
11.60
 %
Tier 1 capital to average assets
12.71

 
10.46

 
10.10

 
11.39

 
12.61

 
9.53

 
11.55

Common equity tier 1 capital ratio
14.71

 
11.11

 
11.40

 
11.67

 
N/A

 
N/A

 
N/A

Tier 1 risk-based capital ratio
15.05

 
11.47

 
11.75

 
12.05

 
13.79

 
10.85

 
13.06

Total risk-based capital ratio
17.57

 
12.19

 
12.47

 
12.72

 
14.41

 
11.51

 
13.95

______________________________
(1)
Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
(2)
At period end, except for net charge-offs to average loans, which is for periods ended on such dates.

29



(3)
Nonperforming loans consist of nonaccrual loans and loans which are contractually 90 days past due on which interest continues to accrue.
(4)
Beginning January 1, 2015, the capital ratios were calculated using the Basel III framework. Capital ratios for prior periods were calculated using the Basel I framework. The Common Equity Tier 1 capital ratio is a new ratio introduced under the Basel III framework.

30



SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BOJ
The following table sets forth selected consolidated historical financial data for BOJ (i) as of and for the six months ended June 30, 2017 and 2016, and (ii) as of and for the years ended December 31, 2016 and 2015. The summary historical consolidated financial data (i) as of and for the years ended December 31, 2016 and 2015 were derived from BOJ’s audited consolidated financial statements which are included elsewhere in this proxy statement/prospectus, and (ii) as of and for the six months ended June 30, 2017 and 2016 were derived from BOJ’s unaudited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus and which have not been audited but, in the opinion of BOJ's management, contain all adjustments (consisting of only normal or recurring adjustments) necessary to present fairly BOJ's financial position and results of operations for such periods in accordance with GAAP. The performance, asset quality and capital ratios are unaudited and derived from BOJ's audited and unaudited financial statements as of and for the periods presented. Average balances have been calculated using daily averages, unless otherwise denoted. BOJ’s historical results are not necessarily indicative of the results that may be expected for any future period. See “Where You Can Find More Information.”
(in thousands, except share data)
As of and for the Six Months Ended June 30,
 
As of and for the Years Ended December 31,
 
2017
 
2016
 
2016
 
2015
Statements of Earnings Data:
 
 
 
 
 
 
 
Interest income
$
3,119

 
$
2,998

 
$
5,986

 
$
5,797

Interest expense
364

 
333

 
718

 
659

Net interest income
2,755

 
2,665

 
5,268

 
5,138

Provision for loan losses
63

 
42

 
176

 
711

Net interest income after provision for loan losses
2,692

 
2,623

 
5,092

 
4,427

Noninterest income
488

 
442

 
1,012

 
883

Noninterest expense
2,273

 
2,166

 
4,467

 
4,140

Income before income taxes
907

 
899

 
1,637

 
1,170

Income tax expense

 

 

 

Net income
907

 
899

 
1,637

 
1,170

Per Share Data:
 
 
 
 
 
 
 
Basic earnings per common share
$
28.19

 
$
27.92

 
$
50.86

 
$
36.35

Book value per common share
519.48

 
488.41

 
502.30

 
472.80

Common shares outstanding at end of period
32,193

 
32,193

 
32,193

 
32,193

Balance Sheet Data (at period end):
 
 
 
 
 
 
 
Total assets
$
150,165

 
$
145,679

 
$
154,833

 
$
137,391

Investments
34,440

 
26,522

 
32,010

 
24,183

Loans
105,347

 
108,936

 
106,802

 
98,053

Allowance for loan losses
923

 
1,034

 
963

 
1,010

Deposits
122,886

 
119,285

 
128,019

 
117,562

Stockholders’ equity
16,724

 
15,723

 
16,170

 
15,221

Average Balance Sheet Data(4):
 
 
 
 
 
 
 
Total assets
$
154,019

 
$
142,750

 
$
146,173

 
$
140,694

Investments
20,405

 
16,793

 
16,377

 
14,814

Loans
106,090

 
104,781

 
106,048

 
99,803

Deposits
128,624

 
123,236

 
123,825

 
122,560

Stockholders’ equity
19,044

 
18,245

 
18,517

 
17,786


31



Performance Ratios:
 
 
 
 
 
 
 
Return on average assets
1.43
%
 
1.43
%
 
1.35
%
 
1.00
%
Return on average common stockholders’ equity
11.42

 
11.10

 
10.49

 
7.85

Net interest margin
3.82

 
3.96

 
3.86

 
3.89

Efficiency ratio(1)
0.70

 
0.70

 
0.71

 
0.69

Asset Quality Ratios(2):
 
 
 
 
 
 
 
Nonperforming assets to total loans and other real estate
1.74
%
 
0.46
%
 
1.67
%
 
3.84
%
Annualized Net charge-offs to average loans (excluding loans held for sale)
0.19

 
0.04

 
0.21

 
0.74

Allowance for loan losses to period-end loans (excluding loans held for sale)
0.88

 
0.95

 
0.90

 
1.03

Allowance for loan losses to nonperforming loans(3)
50.38

 
205.57

 
53.95

 
267.90

Capital Ratios(2):
 
 
 
 
 
 
 
Leverage ratio
12.67
%
 
12.77
%
 
12.4
%
 
12.93
%
Average stockholders’ equity to average total assets
12.36

 
12.78

 
12.67

 
12.64

Tier 1 risk-based capital ratio
18.92

 
18.09

 
18.75

 
20.09

Total risk-based capital ratio
19.82

 
19.11

 
19.71

 
21.22

______________________________
(1)
Calculated by dividing total noninterest expense by net interest income plus noninterest income, excluding securities gains and losses. Additionally, taxes are not part of this calculation.
(2)
At period end, except for net charge-offs to average loans and average stockholders’ equity to average total assets, which is for periods ended on such dates.
(3)
Nonperforming loans consist of nonaccrual loans, loans contractually past due 90 days or more, restructured loans and any other loan management deems to be nonperforming.
(4)
Capital ratios are bank level only.

32



SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
The following table shows selected unaudited pro forma condensed consolidated combined financial information about the financial condition and results of operations of Investar giving effect to the merger and the Citizens merger. The selected unaudited pro forma condensed combined financial information assumes that the merger and the Citizens merger are accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of BOJ, as of the effective date, will be recorded by Investar at their respective fair values and the excess of the merger consideration over the fair value of BOJ’s net assets will be allocated to goodwill.
The table sets forth the information as if the merger and the Citizens merger had become effective on June 30, 2017, with respect to financial condition data, and on January 1, 2016, with respect to the results of operations data. The selected unaudited pro forma condensed consolidated combined financial data has been derived from and should be read in connection with the unaudited pro forma condensed consolidated combined financial information, including the notes thereto, which is included in this proxy statement/prospectus under “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”
The selected unaudited pro forma condensed consolidated combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The selected unaudited pro forma condensed consolidated combined financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions among other factors. Further, as explained in more detail in the notes accompanying the detailed unaudited pro forma condensed consolidated combined financial information included under “Unaudited Pro Forma Condensed Consolidated Combined Financial Information,” the allocation of the purchase price reflected in the selected unaudited pro forma condensed consolidated combined financial data is subject to adjustments and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the final adjustments may be different from the unaudited pro forma adjustments presented in this proxy statement/prospectus.
 
As of 
June 30, 2017
 
(Dollars in thousands)
Pro Forma Condensed Consolidated Combined Balance Sheet Data:
 
Loans held for investment
$
1,167,960

Allowance for loan losses
7,320

Total assets
1,592,108

Deposits
1,229,743

Other borrowed funds
176,877

Total stockholders’ equity
169,905


33



 
For the Six Months Ended 
June 30, 2017
 
For the Year Ended
December 31, 2016
 
(Dollars in thousands, except per share data)
Pro Forma Condensed Consolidated Combined Income Statement Data:
 
 
 
Net interest income
$
24,385

 
$
47,130

Provision for loan losses
725

 
2,079

Noninterest income
2,670

 
7,392

Noninterest expense
19,845

 
36,897

Income before income taxes
6,485

 
15,546

Net income
4,702

 
11,184

Net income allocable to common stockholders
4,702

 
11,184

Pro Forma Condensed Consolidated Combined Per Share Data:
 
 
 
Basic earnings per share
$
0.54

 
$
1.41

Diluted earnings per share
0.53

 
1.41


34



UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated combined financial information of Investar as of and for the six months ended June 30, 2017 and for the year ended December 31, 2016, is presented to show the impact on Investar’s historical financial position and results of operations of:
the merger;
the Citizens merger; and
the proposed issuance of common stock of Investar to BOJ shareholders and the cash consideration to be paid to BOJ shareholders in connection with the merger.
As a result of the merger, BOJ shareholders will be entitled to receive an aggregate of approximately 799,559 shares of Investar common stock and aggregate cash of approximately $3,950,000, subject to adjustment as described in the merger agreement. The calculation of the aggregate merger consideration assumes that no cash is paid in lieu of issuing fractional shares of Investar common stock and that no adjustment is made as described under the sections of this proxy statement/prospectus entitled “The Merger Agreement—Structure of the Merger—Adjustments to Merger Consideration.” In addition, the unaudited pro forma condensed consolidated combined financial information and explanatory notes are based upon the assumptions that:
the total number of shares of BOJ common stock outstanding immediately prior to the effective time of the merger will be 33,693;
a closing price of Investar common stock of $23.90, which was the closing price of Investar common stock on October 6, 2017, the last practicable trading day before the initial filing of this proxy statement/prospectus; and
that BOJ’s adjusted tangible shareholders’ equity, calculated in accordance with the terms of the merger agreement, total a minimum of $16,500,000.
The unaudited Pro Forma Condensed Consolidated Combined Balance Sheet reflects the historical position of Investar and BOJ as of June 30, 2017, with pro forma adjustments based on the assumption that the merger and the Citizens merger were completed on June 30, 2017. The pro forma adjustments are based on the acquisition method of accounting. The unaudited Pro Forma Condensed Consolidated Combined Statements of Income assume that the merger and the Citizens merger were completed on January 1, 2016. The adjustments are based on information available and certain assumptions that Investar believes are reasonable. The pro forma adjustments do not consider any potential revenue opportunities or anticipated cost savings and expense efficiencies. The final allocation of the purchase price for BOJ between stockholders’ equity and goodwill will be determined after the merger is completed and after completion of thorough analyses to determine the fair values of BOJ’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Any change in the fair value of the net assets of BOJ will change the amount of the purchase price allocable to goodwill. Further, changes that would affect stockholders’ equity at BOJ, such as net income from June 30, 2017 through the date the merger is completed, will also change the amount of goodwill recorded. In addition, the final adjustments may be different from the unaudited pro forma adjustments presented in this proxy statement/prospectus.
The following information should be read in conjunction with and is qualified in its entirety by Investar’s and Citizens’s consolidated financial statements and accompanying notes, which are incorporated by reference in this proxy statement/prospectus, and the consolidated financial statements and accompanying notes of BOJ, which are included elsewhere in this proxy statement/prospectus.
The unaudited pro forma condensed consolidated combined financial information is intended for informational purposes and is not necessarily indicative of the future financial position or future operating results of the combined

35



company or of the financial position or operating results of the combined company that would have actually occurred had the merger been in effect as of the date or for the periods presented.
Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet
As of June 30, 2017
(Dollars in thousands)
 
Investar Historical
 
Citizens Historical
 
Pro Forma Adjustments
 
Pro Forma Investar & Citizens Combined
 
BOJ Bancshares
 
Pro Forma Adjustments (1)
 
Pro Forma Investar, Citizens, & BOJ Combined
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
34,961

 
$
44,565

 
$
(45,800
)
(2) 
$
33,726

 
$
7,437

 
$
(3,950
)
(2) 
$
37,213

Available for sale securities
183,584

 
70,038

 
(141
)
(3) 
253,481

 
33,051

 
(107
)
(3) 
286,425

Held to maturity securities
19,460

 

 

 
19,460

 
265

 

 
19,725

Loans
932,960

 
131,894

 
(1,559
)
(4) 
1,063,295

 
105,347

 
(682
)
(4) 
1,167,960

Less: allowance for loan losses
(7,320
)
 
(1,972
)
 
1,972

(5) 
(7,320
)
 
(923
)
 
923

(5) 
(7,320
)
Net loans
925,640


129,922


413

 
1,055,975

 
104,424


241

 
1,160,640

Other equity securities
7,025

 

 

 
7,025

 
1,124

 

 
8,149

Bank premises and equipment
31,510

 
1,993

 
1,344

(6) 
34,847

 
3,051

 
2,000

(6) 
39,898

Other real estate owned, net
3,830

 
429

 

 
4,259

 
51

 

 
4,310

Accrued interest receivable
3,197

 
652

 

 
3,849

 
534

 

 
4,383

Deferred tax asset
2,343

 
828

 
(315
)
(7) 
2,856

 

 
(1,269
)
(7) 
1,587

Goodwill
2,684

 

 
7,403

(8) 
10,087

 

 
4,085

(8) 
14,172

Other intangible assets
529

 

 
1,462

(9) 
1,991

 

 
1,229

(9) 
3,220

Bank owned life insurance
7,297

 
801

 

 
8,098

 

 

 
8,098

Other assets
3,466

 
594

 

 
4,060

 
228

 

 
4,288

Total assets
$
1,225,526


$
249,822


$
(35,634
)
 
$
1,439,714

 
$
150,165


$
2,229

 
$
1,592,108

 
 
 
 
 
 
 

 
 
 
 
 

LIABILITIES
 
 
 
 
 
 

 
 
 
 
 

Deposits:
 
 
 
 
 
 

 
 
 
 
 

Noninterest-bearing
$
130,625

 
$
43,255

 
$

 
$
173,880

 
$
33,965

 
$

 
$
207,845

Interest-bearing
764,200

 
168,723

 
210

(10) 
933,133

 
88,921

 
(156
)
(10) 
1,021,898

Total deposits
894,825


211,978


210

 
1,107,013

 
122,886


(156
)
 
1,229,743

Advances from Federal Home Loan Bank
109,285

 

 

 
109,285

 
6,000

 

 
115,285

Repurchase agreements
36,745

 

 

 
36,745

 

 

 
36,745

Subordinated debt, net of unamortized issuance costs
18,145

 

 

 
18,145

 

 

 
18,145

Junior subordinated debt
3,609

 

 

 
3,609

 
3,093

 

 
6,702

Accrued taxes and other liabilities
12,121

 
2,000

 

 
14,121

 
1,462

 

 
15,583

Total liabilities
1,074,730


213,978


210

 
1,288,918

 
133,441


(156
)
 
1,422,203

 
 
 
 
 
 
 

 
 
 
 
 

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 

 
 
 
 
 

Total stockholders’ equity
150,796

 
35,844

 
(35,844
)
(11) 
150,796

 
16,724

 
2,385

(12) 
169,905

Total liabilities and stockholders’ equity
$
1,225,526


$
249,822


$
(35,634
)
 
$
1,439,714

 
$
150,165


$
2,229

 
$
1,592,108

See accompanying notes to the unaudited pro forma condensed combined financial statements.

36



Unaudited Pro Forma Condensed Consolidated Combined Statement of Income
For the Six Months Ended June 30, 2017
(Dollars in thousands, except per share amounts)
 
Investar Historical
 
Citizens Historical
 
Pro Forma Adjustments
 
 
Pro Forma Investar & Citizens Combined
 
BOJ Bancshares
 
Pro Forma Adjustments(1)
 
 
Pro Forma Investar, Citizens, & BOJ Combined
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and fee income
$
22,937

 
$
4,193

 
$
42

(13) 
 
$
27,172

 
$
3,120

 
$
(193
)
(13) 
 
$
30,099

Interest expense
4,775

 
522

 
(25
)
(14) 
 
5,272

 
364

 
78

(14) 
 
5,714

Net interest income
18,162


3,671


67

 
 
21,900

 
2,756


(271
)


24,385

Provision for loan losses
725

 

 

 
 
725

 
63

 
(63
)
(18) 
 
725

Net interest income after provision for loan losses
17,437


3,671


67

 
 
21,175

 
2,693


(208
)
 
 
23,660

Noninterest income
1,686

 
497

 

 
 
2,183

 
487

 

 
 
2,670

Income before noninterest expense
19,123


4,168


67

 
 
23,358

 
3,180


(208
)
 
 
26,330

Depreciation and amortization
767

 
85

 
129

(15) (16) 
 
981

 
106

 
162

(19) (20) 
 
1,249

Other operating expenses
12,845

 
3,584

 

 
 
16,429

 
2,167

 

 
 
18,596

Total noninterest expense
13,612


3,669


129

 
 
17,410

 
2,273


162

 
 
19,845

Income before income tax expense
5,511


499


(62
)
 
 
5,948

 
907


(370
)
 
 
6,485

Income tax expense
1,724

 
211

 
(22
)
(17) 
 
1,913

 

 
(130
)
(17) 
 
1,783

Net Income
$
3,787


$
288


$
(40
)
 
 
$
4,035

 
$
907


$
(240
)
 
 
$
4,702

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.48

 
$
3.55

 
 
 
 
$
0.51

 
$
28.19

 
 
 
 
$
0.54

Diluted earnings per share
$
0.47

 
$
3.55

 
 
 
 
$
0.50

 
$
26.93

 
 
 
 
$
0.53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average common shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
7,950,049

 
109,255

 
(109,255
)
 
 
7,950,049

 
32,193

 
767,366

(21) 
 
8,749,608

Diluted
8,027,296

 
109,255

 
(109,255
)
 
 
8,027,296

 
33,693

 
765,866

(21) 
 
8,826,855

See accompanying notes to the unaudited pro forma condensed combined financial statements.

37



Unaudited Pro Forma Condensed Consolidated Combined Statement of Income
For the Year Ended December 31, 2016
(Dollars in thousands, except per share amounts)
 
Investar Historical
 
Citizens Historical
 
Pro Forma Adjustments
 
 
Pro Forma Investar & Citizens Combined
 
BOJ Bancshares
 
Pro Forma Adjustments
 
 
Pro Forma Investar, Citizens, & BOJ Combined
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and fee income
$
43,152

 
$
8,461

 
$
79

(13) 
 
$
51,692

 
$
5,987

 
$
(386
)
(13) 
 
$
57,293

Interest expense
8,413

 
1,013

 
(138
)
(14) 
 
9,288

 
719

 
156

(14) 
 
10,163

Net interest income
34,739

 
7,448

 
217

 
 
42,404

 
5,268