Capstone Bancshares, Inc.

Transaction Details

The combined bank will have assets exceeding $1.5 billion with banking operations in Tennessee, Alabama, and the Florida Panhandle
Transaction Value: $84.8 million
Capstone shareholder election for 0.85 shares of SMBK stock per share of Capstone, $18.50 per share in cash or a combination thereof
Overall consideration mix of approximately 80% stock / 20% cash
Approximately 27% pro forma ownership for Capstone
Price / LTM Net Income: 22.0x
Price / TBV: 1.59x
Capstone’s CEO will become Regional President of Alabama and the Florida Panhandle
2 existing Capstone directors will join SmartFinancial’s Board
Expected Closing: Q4 2017

Sources: Company filings, SNL Financial and publicly available information.

Note: Financial information as of or for the period ended March 31, 2017. Market data as of May 22, 2017.

(1) Represents bank level data.

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