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Mergers & Acquisitions

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Deal Overview

Buyer:
SmartFinancial, Inc.
Actual Acquirer:
SmartFinancial, Inc.
Target:
Capstone Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
5/22/2017
Announcement Date:
5/22/2017
Announced Deal Value ($ M):
84.24
Status:
Completed
Completion Date:
11/1/2017
Announced Deal Value Per Share ($ )
19.14

Consideration Breakout
Cash ($M) 15.8
Common Stock ($M) 68.3
Common Stock Issued 2,908,094

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 145.5 143.6
Price / Tangible Book (%) 161.5 158.5
Price / Earnings (x) 23.0 22.8
Price / Deposits (%) 18.90 19.72
Price / Assets (%) 16.49 16.97
Tangible Book Premium/ Deposits (%) 10.68 11.27
Deal Terms
Description of Consideration

SmartFinancial Inc. paid $18.5 in cash or exchanged 0.85 shares of its common stock for each of the outstanding share of Capstone Bancshares Inc., subject to 80% of the consideration was paid in stock. Targets financial are for Capstone Bank.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 38,047
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 3,164
Est. Restructuring Charges ($ 000) 7,692
Maximum Termination Fee ($ 000) 2,800
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.850000
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) 5,530
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Raymond James & Assoc. Inc.
Seller Yes Stephens Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Butler Snow LLP
Seller Yes Burr & Forman LLP