OREANDA-NEWS. June 28, 2018. 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.