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Mergers & Acquisitions

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Deal Overview

Buyer:
SmartFinancial, Inc.
Actual Acquirer:
SmartFinancial, Inc.
Target:
Entegra Financial Corp.
Deal Type:
Bank & Thrift Company
Agreement Date:
1/15/2019
Announcement Date:
1/15/2019
Announced Deal Value ($ M):
158.20
Status:
Terminated
Completion Date:
4/23/2019
Announced Deal Value Per Share ($ )
22.36

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 98.3 NA
Price / Tangible Book (%) 119.4 NA
Price / Earnings (x) 23.8 NA
Price / Deposits (%) 12.60 NA
Price / Assets (%) 9.48 NA
Tangible Book Premium/ Deposits (%) 2.76 NA
Deal Terms
Description of Consideration

SmartFinancial Inc. would have exchanged 1.215 of its common stock for each of the outstanding share of Entegra Financial Corp. in a merger of equals. SmartFinancial Inc. would have assumed $14.4 million of Entegra Financial Corp.'s subordinated debentures. Entegra Financial would have paid either special dividend to its shareholders depend upon the result of an ongoing dispute with the third parties or Entegra Financial shareholders would have received one additional Contingent Value Rights for each share of Entegra Financial common stock.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? Yes
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 10,000
Est. Restructuring Charges ($ 000) 15,000
Maximum Termination Fee ($ 000) 6,400
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
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) 16,630
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes BSP Securities LLC
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Butler Snow LLP
Seller Yes Hunton Andrews Kurth LLP