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Mergers & Acquisitions

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Deal Overview

Buyer:
SmartFinancial, Inc.
Actual Acquirer:
SmartFinancial, Inc.
Target:
Cornerstone Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
12/5/2014
Announcement Date:
12/8/2014
Announced Deal Value ($ M):
NA
Status:
Completed
Completion Date:
8/31/2015
Announced Deal Value Per Share ($ )
NA

Deal Terms
Description of Consideration

In a reverse merger of equals, each outstanding share of SmartFinancial Inc. was converted into 4.20 shares of Cornerstone Bancshares Inc. common stock, subject to adjustment based on an anticipated reverse stock split of Cornerstone Bancshares Inc.'s common stock, which is expected to adjust the ratio into 1.05 shares for each share SmartFinancial Inc. Additionally, each outstanding share of SmartFinancial Inc. preferred stock was converted into a share of Cornerstone Bancshares Inc. preferred stock with similar rights and preferences. Buyer's financials are for SmartBank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? Yes
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 1,500
Maximum Termination Fee ($ 000) 1,200
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) NA
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Hovde Group LLC
Seller Yes Raymond James & Assoc. Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Butler Snow LLP
Seller Yes Miller & Martin PLLC