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Mergers & Acquisitions

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Deal Overview

Buyer:
SmartFinancial, Inc.
Actual Acquirer:
SmartFinancial, Inc.
Target:
Tennessee Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
12/12/2017
Announcement Date:
12/12/2017
Announced Deal Value ($ M):
31.80
Status:
Completed
Completion Date:
5/1/2018
Announced Deal Value Per Share ($ )
17.57

Consideration Breakout
Common Stock ($M) 34.8
Common Stock Issued 1,458,981

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 142.4 148.7
Price / Tangible Book (%) 153.2 159.4
Price / Earnings (x) 14.8 13.7
Price / Deposits (%) 15.13 16.97
Price / Assets (%) 13.04 14.68
Tangible Book Premium/ Deposits (%) 8.90 10.35
Deal Terms
Description of Consideration

SmartFinancial Inc. exchanged 0.8065 shares of its common stock for each of the outstanding share of Tennessee Bancshares Inc. Additionally, Tennessee Bancshares paid, a one-time special cash dividend of up to $0.70 per share on the Tennessee Bancshares common stock. Target financials are for Southern Community Bank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 15,779
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 1,797
Est. Restructuring Charges ($ 000) 2,300
Maximum Termination Fee ($ 000) 1,300
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.806500
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,290
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Banks Street Partners LLC
Seller Yes Olsen Palmer LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Butler Snow LLP
Seller Yes Waller Lansden Dortch & Davis