SmartFinancial, Inc., Knoxville, Tennessee (“SmartFinancial”)
(Nasdaq:SMBK), parent company of SmartBank, and Foothills Bancorp,
Inc., Maryville, Tennessee (“Foothills Bancorp”), parent company of
Foothills Bank & Trust, jointly announced today their entry
into an agreement and plan of merger pursuant to which
SmartFinancial will acquire Foothills Bancorp and Foothills Bank
& Trust. As of March 31, 2018, Foothills Bank & Trust had
total assets of approximately $215 million. Upon completion of the
transaction, SmartFinancial is expected to have total consolidated
assets in excess of $2.2 billion.
“This acquisition provides an incredible opportunity to expand
our presence in East Tennessee and introduce our brand and
excellent client service to Blount County, as well as expand our
west Knox County presence,” said SmartFinancial President and CEO,
Billy Carroll. “The footprint makes a lot of sense to us
given that we already have a strong foundation in neighboring
communities, making the expansion with Foothills Bank &
Trust a great strategic fit.”
According to Foothills Bank & Trust’s President and CEO,
Mark Loudermilk, this partnership is a natural fit. “We could not
have picked a better partner from a community banking perspective.
Our customers will benefit greatly as we enhance our ability to
provide each of them with additional resources and the best banking
options available. SmartBank’s commitment to customer service
and strong community involvement certainly compliment the
foundation we’ve built since 2007.”
SmartFinancial Chairman Miller Welborn added, “Smart, strategic
growth opportunities paired with the best people in strong
markets—that’s what we have found in partnering with Foothills Bank
& Trust. We are extremely excited to increase our density
and footprint by adding a contiguous market and team to our
SmartBank franchise.”
The agreement and plan of merger provides for the merger of
Foothills Bancorp with and into SmartFinancial, with SmartFinancial
to be the surviving corporation. Under the terms of the agreement
and plan of merger, each share of Foothills Bancorp common stock
outstanding immediately prior to the merger will be converted into
the right to receive $1.75 in cash and 0.666 share of
SmartFinancial common stock, which equates to $18.69 per share of
Foothills Bancorp common stock and an aggregate transaction value
of approximately $36.2 million, in each case based on the 20-day
average closing price for SmartFinancial’s common stock of $25.44
as of June 27, 2018.
SmartBank and Foothills Bank & Trust have entered into a
separate merger agreement providing for the merger of Foothills
Bank & Trust with and into SmartBank immediately following the
merger of SmartFinancial and Foothills Bancorp, with SmartBank to
be the surviving bank.
The transaction, which is subject to customary closing
conditions, including the approval of Foothills Bancorp’s
shareholders and the receipt of all required regulatory approvals,
is expected to close in the fourth quarter of 2018.
Banks Street Partners, LLC served as financial advisor to
SmartFinancial and SmartBank, and SmartFinancial and SmartBank were
represented by the law firm Butler Snow LLP. Monroe Financial
Partners, Inc. served as financial advisor to Foothills Bancorp and
Foothills Bank & Trust, and Foothills Bancorp and Foothills
Bank & Trust were represented by the law firm Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC.
SmartFinancial will host a conference call to discuss the
transaction on Thursday, June 28, 2018, at 3:00 p.m. EST. The
conference call materials will be published on the investor
relations page of SmartFinancial’s website at
www.smartfinancialinc.com/corporateprofile, by 9:00 a.m. EST on the
day of the call. To access the conference call, dial 888.317.6003
or 412.317.6061 and enter the confirmation number, 8555862. A
replay of the conference call will be available through June
28, 2019, by dialing 877.344.7529 or 412.317.0088 and entering
the confirmation number, 10121659.
About SmartFinancial, Inc.
SmartFinancial, Inc., headquartered in Knoxville, Tennessee, is
the bank holding company for SmartBank, a full-service commercial
bank founded in 2007 and domiciled in Pigeon Forge, Tennessee.
SmartFinancial’s common stock is traded on the Nasdaq Capital
Market under the ticker symbol “SMBK.” SmartBank has 26 branch
offices across Tennessee, Alabama, and the Florida Panhandle.
Recruiting the best people, delivering exceptional client service,
strategic branching and acquisitions, and a disciplined approach to
lending have all contributed to SmartFinancial’s and SmartBank’s
success. More information about SmartFinancial can be found on its
website: www.smartfinancialinc.com.
About Foothills Bancorp, Inc.
Foothills Bancorp, Inc., headquartered in Maryville, Tennessee,
is the bank holding company for Foothills Bank & Trust.
Foothills Bank & Trust, also headquartered in Maryville,
Tennessee, is a Tennessee-chartered commercial bank established in
2007. The bank has two branch offices in Maryville, Tennessee and
one office in Knoxville, Tennessee. The mission of Foothills Bank
& Trust is to serve individuals and small businesses in Blount
and Knox counties. More information about Foothills Bank &
Trust can be found on its website: www.fhbank.com.
Investor Contacts
Billy CarrollPresident and Chief Executive
OfficerSmartFinancial, Inc.Email: billy.carroll@smartbank.comPhone:
865.868.0613
Ron GorczynskiExecutive Vice PresidentChief Administrative
OfficerSmartFinancial, Inc.Email:
ron.gorczynski@smartbank.comPhone: 865.437.5724
Media Contact Kelley FowlerSenior Vice PresidentPublic
Relations/MarketingSmartFinancial, Inc.Email:
kelley.fowler@smartbank.comPhone: 865.868.0611
Foothills Bancorp Shareholder Contact
Mark LoudermilkPresident and Chief Executive OfficerFoothills
Bancorp, Inc. Email: mloudermilk@fhbank.comPhone: 865.738.2230
Important Information for Shareholders
This press release shall not constitute an offer to sell, the
solicitation of an offer to sell, or the solicitation of an offer
to buy any securities or the solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transaction,
SmartFinancial will file a registration statement on Form S-4 with
the Securities and Exchange Commission (the “SEC”), which will
contain the proxy statement of Foothills Bancorp and a prospectus
of SmartFinancial. Shareholders of Foothills Bancorp are encouraged
to read the registration statement, including the proxy
statement/prospectus that will be part of the registration
statement, because it will contain important information about the
proposed transaction, Foothills Bancorp, and SmartFinancial. After
the registration statement is filed with the SEC, the proxy
statement/prospectus and other relevant documents will be mailed to
Foothills Bancorp shareholders and will be available for free on
the SEC’s website (www.sec.gov). The proxy statement/prospectus
will also be made available for free by contacting Ron Gorczynski,
SmartFinancial’s Chief Administrative Officer, at 865.437.5724 or
Mark Loudermilk, the President and Chief Executive Officer of
Foothills Bancorp, at 865.738.2230. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
Certain of the statements made in this press release may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Such
forward-looking statements, including statements regarding the
intent, belief, or current expectations of SmartFinancial’s
management regarding the company’s strategic direction, prospects,
or future results or the benefits of the proposed transaction, are
subject to numerous risks and uncertainties. Such risks and
uncertainties include, among others, (1) the risk that the
cost savings and revenue synergies anticipated in connection with
the proposed transaction may not be realized or may take longer
than anticipated to be realized, (2) disruption from the
proposed transaction with customers, suppliers, or employee or
other business relationships, (3) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the agreement and plan of merger, (4) the risk
of successful integration of the two organizations’ businesses,
(5) the failure of Foothills Bancorp’s shareholders to approve
the agreement and plan of merger, (6) the amount of costs,
fees, expenses, and charges related to the proposed transaction,
(7) the ability to obtain required governmental and regulatory
approvals for the proposed transaction, (8) reputational risk
and the reaction of the parties’ customers to the proposed
transaction, (9) the failure of the conditions to closing of
the proposed transaction to be satisfied, (10) the risk that
the integration of Foothills Bancorp’s operations with those of
SmartFinancial will be materially delayed or will be more costly or
difficult than expected, (11) the possibility that the
proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events,
(12) the dilution caused by SmartFinancial’s issuance of
additional shares of its common stock in the proposed transaction,
(13) changes in management’s plans for the future, (14) prevailing
economic and political conditions, particularly in our market
areas, (15) credit risk associated with our lending activities,
(16) changes in interest rates, loan demand, real estate values,
and competition, (17) changes in accounting principles, policies,
or guidelines, (18) changes in applicable laws, rules, or
regulations, and (19) other competitive, economic, political, and
market factors affecting our business, operations, pricing,
products, and services. Certain additional factors which could
affect the forward-looking statements can be found in
SmartFinancial’s annual report on Form 10-K, quarterly reports on
Form 10-Q, and current reports on Form 8-K, in each case filed with
or furnished to the SEC and available on the SEC’s website
(www.sec.gov). SmartFinancial disclaims any obligation to update or
revise any forward-looking statements contained in this press
release, which speak only as of the date hereof, whether as a
result of new information, future events, or otherwise.
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