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Mergers & Acquisitions

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Deal Overview

Buyer:
SmartFinancial, Inc.
Actual Acquirer:
SmartFinancial, Inc.
Target:
Foothills Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
6/27/2018
Announcement Date:
6/27/2018
Announced Deal Value ($ M):
37.43
Status:
Completed
Completion Date:
11/1/2018
Announced Deal Value Per Share ($ )
19.40

Consideration Breakout
Cash ($M) 3.1
Common Stock ($M) 24.1
Common Stock Issued 1,183,232

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 175.9 138.9
Price / Tangible Book (%) 175.9 138.9
Price / Earnings (x) 26.2 16.3
Price / Deposits (%) 19.51 15.86
Price / Assets (%) 17.44 13.75
Tangible Book Premium/ Deposits (%) 10.05 5.56
Deal Terms
Description of Consideration

SmartFinancial Inc. paid $1.75 per share in cash and exchanged 0.666 shares of its common stock for each of the outstanding share of Foothills Bancorp Inc. Target financials are for Foothills Bank & Trust.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) 34.00
Estimated Cost Savings ($ 000) 1,617
Est. Restructuring Charges ($ 000) 3,300
Maximum Termination Fee ($ 000) 1,450
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.666000
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) 2,400
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes BSP Securities LLC
Seller Yes Monroe Financial Partners Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Butler Snow LLP
Seller Yes Baker Donelson Bearman