Smartfinancial, Inc. · NYSE:SMBK
Smartfinancial — Merger or Acquisition (May 2017)
13 slides from Smartfinancial's merger presentation, May 23, 2017
Slide 1: Acquisition of Capstone Bancshares, Inc.
Exhibit 99.2 Acquisition May 22, 2017of Capstone Bancshares, Inc.
Slide 2: Important Information for Investors and Shareholders
Important In proxy Shareholders available documents of SmartFinancial, proposed regarding 2relevant connection charge statement/prospectus materials because transaction. on the Information filed SmartFinancial’s of participants with SmartFinancial Capstone, with they tothe be the Information for pro
Slide 3: Important Forward Looking Statement Disclosure
Important Forward This forward-looking than maintain SmartFinancial’s associated regulation factors this 3could presentation, expected; presentation differ that Looking relationships Information or with may from practice the our be statement. shareholders and, those contains Statement expected descr
Slide 4: Strategic and Financial Rationale of the Transaction
Opportunity Transaction Continued Strategic Financially Enhanced Tangible Pro Solid Complementary SMBK Capstone Assets: Gross Branches: NPAs/Assets: LTM TCE/TA: Deposits: Source: 4Based forma ROAA: Effic.: fit Loans: on management $511M SNL book entry bank-level 10.1% Branch CEO Bank $446M profitabi
Slide 5: Tuscaloosa Market Overview and Highlights
Tuscaloosa SMBK Tuscaloosa, In Located ~3,600 DCH +500 Over Source: 5Companies 1993, 37,000 3,600 bed Regional employees Chairman SMBK approximately Mercedes-Benz facility Market employees with AL students Medical management, isPresence Miller home Highlights Overview 20 center to Welborn selected i
Slide 6: Capstone management and corporate profile
Capstone Robert corporate analysis CEO Steven Chairman of Transportation, board and J. Mr. six company Workers audit 6numerous Beau Arthur years Wicks, Kuhn currently committees, of ofTucker Kuhn Wicks Security and the Compensation as Anderson has Leaders finance was Tucker civic 56, CFO Alabama com
Slide 7: Capstone's Pro Forma Branch Footprint Map
Capstone Capstone’s Pro 7Source: Forma formaSNL brings footprint Branch CEO, Financial the Robert Map allows vibrant Kuhn, for Tuscaloosa additional will be the market opportunities Regional to complement President for market for existing Alabama expansion Tennessee and theand Florida Florida Panhan
Slide 8: Pro Forma Total Capitalization
ProPro Total Capitalization: Holding Source: 8(1) Forma Assets: Gross Deposits: forma SNL Company SMBK Estimates(1) Loans: ~$1.6 Financial balance TCE/TA: ~$1.3 Line ~$1.2 billion billion sheet of~10% billion Credit based Leverage: SmartFinancial on bank~10% holding Tier plans company 1: to ~12% dra
Slide 9: Summary Transaction Terms
Summary Acquiror: Target: Transaction Consideration Valuation 22.0x New Required Expected (1) 9(2) Based Board LTM Capstone Approvals: Closing: Multiples(1)(2): on Transaction SmartFinancial, Earnings Seats: Terms Value(1): 4,263,393 Capstone Mix: Bancshares, 2Q4 Approximately (Steven Customary $84.
Slide 10: Deal Assumptions and Financial Impact
Deal Assumptions Cost Merger Significant Core Estimated Earnings TBV 10 Savings: Deposit Dilution: Related Accretion: Financial Purch. Intangible: 25%, ~7.5%, Expenses: Acct. and with +25% Impact earned Impact Mark: 1.00% 85% $5.0 in each back phased-in $8.0 million of of core over million theafter-
Slide 11: Broad and Thorough Due Diligence Process
Due Broad Thorough Reviewed Supplementary In Credit 11 depth Diligence due diligence review review 65% diligence Summary outside of of resulted of the cost credit process total review savings infiles, dollar a gross completed items underwriting amount $8 million of onCapstone selected methodology, c
Slide 12: Pro Forma SmartBank Loan Composition
Pro SmartBank (Dollars Loans 1C Multifamily OO Q1 Capstone CRE Multifam. Non-OO RBC 12 adjustments -&42017 Forma CRE D Family 54,629 and Amount $ in 115,674 Yield CRE 176,592 CLD Bank C& Loan thousands) Non-OO RE 13.3% 210,901 268,526 Ion % /Consumer OO 17,727 186,345 Total Composition 14.3% of Loan
Slide 13: Pro Forma SmartBank Deposit Composition
Pro 2017 SmartBank (Dollars Deposits 903,175 Q1 Sav. Bearing Jumbo Total Weighted Source: Note: 13 Forma &Deposits Pro Time MMDA SNL IB, 100.0% in Amount Cost Average forma Deposit thousands) Demand, Non-Int Deposits Financial; of $212,582 composition 1,348,833 Deposits %Cost Composition ofBearing S