Smartfinancial, Inc. · NYSE:SMBK
Smartfinancial — Merger or Acquisition (December 2017)
22 slides from Smartfinancial's merger presentation, Dec 13, 2017
Slide 1: SmartFinancial Inc. Announces Acquisition of Tennessee Bancshares, Inc.
SmartFinancial Inc. Announces Acquisition of Tennessee Bancshares, Inc. December 12, 2017 Exhibit 99.2
Slide 2: Important Information for Investors and Shareholders
Important Information for Investors and Shareholders In connection with the proposed merger, SmartFinancial, Inc. (“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 Tennessee Bancshares,
Slide 3: Forward Looking Statement Disclosure
Important Information 3 Forward Looking Statement Disclosure Certain of the statements made in this presentation may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking stat
Slide 4: Transaction Overview
Transactio n Overview Acquisition Overview Company Overview Transaction Rationale Transaction Terms Key Transaction Assumptions 4
Slide 5: Acquisition Overview
Acquisition Overview Source: S&P Global Market Intelligence By closing, the combined company is expected to be approximately $2B in total assets Accelerates the company towards a 1%+ ROAA target in 2019 Positioned to add deposit market share in several Southeast growth markets, with additional
Slide 6: Company Overview
Company Overview Source: S&P Global Market Intelligence ALABAMA Nashville Huntsville Chattanooga Knoxville TENNESSEE 6 Solid base in home Tullahoma market that has supported recent expansion into three growth markets (Chattanooga, Huntsville and Murfreesboro) Near 1% ROAA and solid credit qualit
Slide 7: Transaction Rationale
Key management of Tennessee Bancshares will remain with SMBK Conservative credit culture Complementary business lines that are easily integrated Attractive financial transaction with strong geographic fit Good mix of consolidation opportunities and growth market expansion Assists company in achievem
Slide 8: Transaction Terms
Transaction Terms(1) 8 Consideration 100% stock Exchange Ratio 0.8065 fixed exchange ratio Implied Announced Price per Share2 $17.57 Aggregate Announced Transaction Value2 $31.8 million Board Representation Clifton N. Miller (Tennessee Bancshares director) to be appointed to SMBK board Management Re
Slide 9: Key Transaction Assumptions
Key Transaction Assumptions 9 Expected Savings Merger & Integration Costs Purchase Accounting & Other Adjustments Pro Forma Capital Approximately $2.3 million in pre-tax merger expenses 1.75% pre-tax opportunity cost of cash Day 1 Total Equity of $238 million 9.7% Day 1 TCE Ratio Total cre
Slide 10: Market Highlights
Market Highlights Chattanooga, TN Huntsville, AL Murfreesboro, TN Tullahoma, TN 10
Slide 11: Chattanooga Market Highlights
Chattanooga Major Employers Selected Data: Chattanooga, TN MSA Market Highlights In 2011, Volkswagen Group of America opened an auto manufacturing plant in Chattanooga. The plant employs 3,200 and supports more than 9,500 indirect supplier employees In 2017, Volkswagen announced that it is spend
Slide 12: Huntsville Market Highlights
Huntsville Major Employers Selected Data: Huntsville, AL MSA Market Highlights Huntsville is nicknamed “Rocket City” because of its long and significant role in the U.S. space and missile programs, with the city at the forefront in developing space technology Huntsville is one of the 40 fastest
Slide 13: Murfreesboro Market Highlights
Murfreesboro Total Population: (Actual) 310,750 Proj. 5 Year Population Growth: 9.01% Median HH Income: $56,936 Proj. HH 5 Year Income Growth: 2.89% Total Market Deposits: ($B) $3.7 Market YoY Deposit Growth: 6.27% Major Employers Selected Data: Rutherford County Top 10 fastest-growing large citie
Slide 14: Tullahoma Market Highlights
14 Tullahoma Selected Data: Tullahoma-Manchester, TN MSA Major Employers Tullahoma is a leader in the aerospace and technology industries and serves as a hub for medical and retail services Tullahoma is ranked as the #1 “Micropolitan” city in the state of TN Among the 20 Micropolitan Statistic
Slide 15: Pro Forma Company
Pro Forma Company Pro Forma Footprint & Highlights Combined Leadership Team Pro Forma Loan Composition Pro Forma Deposit Composition 15
Slide 16: Pro Forma Footprint and Highlights
Pro Forma Footprint and Highlights TENNESSEE ALABAMA FLORIDA Tuscaloosa Birmingham Nashville Tallahassee Huntsville Montgomery Chattanooga Knoxville Pensacola SMBK Branches (including Capstone) Tennessee Bancshares Branches Pro forma balance sheet based on unaudited consolidated financials of SmartF
Slide 17: Combined Leadership Team
Combined Leadership Team 13 SMBK Directors 1 Tennessee Bancshares Director Billy Carroll (Chief Executive Officer) C. Bryan Johnson (Chief Financial Officer) Rhett Jordan (Chief Credit Officer) Gary Petty (Chief Risk Officer) Greg Davis (Chief Lending Officer) Diane Short (Chief HR Officer) Bill Yod
Slide 18: Pro Forma Loan Composition
Pro Forma Loan Composition Source: S&P Global Market Intelligence 18 All data is bank level for the quarter ended September 30, 2017 SmartBank balances are pro forma for Capstone Bank acquisition Numbers exclude purchase accounting adjustments Dollars in Thousands (Bank Level) ADC 133,675 10.3% 34,1
Slide 19: Pro Forma Deposit Composition
Pro Forma Deposit Composition Source: S&P Global Market Intelligence 19 All data is bank level for the quarter ended September 30, 2017 SmartBank balances are pro forma for Capstone Bank acquisition Numbers exclude purchase accounting adjustments Dollars in Thousands (Bank Level) Demand Deposits 233
Slide 20: Appendix
Appendix Comprehensive Due Diligence Overview Investor Contacts 20
Slide 21: Comprehensive Due Diligence Overview
Comprehensive Due Diligence Overview Broad due diligence process Thorough review of credit files, underwriting methodology, process and policy Reviewed 71% of the total dollar amount of Tennessee Bancshares loans outstanding (all loans >$350,000) In-depth review of cost savings items Credit diligenc
Slide 22: Investor Contacts
Investor Contacts Billy Carroll President & CEO 865.868.0613 billy.carroll@smartbank.com Miller Welborn SmartFinancial, Inc. 5401 Kingston Pike, Suite 600 Knoxville, TN 37919 Chairman 423.385.3067 miller.welborn@smartbank.com 22
SmartFinancial — Merger or Acquisition (December 2017) on 6ix