8-K
SMARTFINANCIAL INC. (SMBK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of earliest event reported: September 30, 2021
SMARTFINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| Tennessee | 001-37661 | 62-1173944 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5401 Kingston Pike , Suite 600 | |
|---|---|
| Knoxville , Tennessee | 37919 |
| (Address of Principal Executive Offices) | (Zip Code) |
| ( 865 ) 437-5700 **** |
|---|
| (Registrant’s telephone number, including area code) |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading<br>Symbol(s) | | Name of Exchange on which Registered |
|---|---|---|---|---|
| Common Stock, par value $1.00 per share | | SMBK | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
| | | |
|---|---|---|
| Item 8.01 | | Other Events |
On September 30, 2021, SmartBank, a subsidiary of SmartFinancial issued a press release announcing that it will be exiting the Richmond market and has entered into a Purchase and Assumption Agreement with First Bank in respect of the sale of loans and certain assets associated with SmartBank’s Richmond branch to First Bank. A copy of the press release is attached as Exhibits 99.1 to this Current Report on Form 8-K and is incorporated herein by reference
Also on September 30, 2021, SmartBank issued a press release announcing its expansion plans in the Tallahassee, Florida market. A copy of the press releases is attached as Exhibits 99.2 to this Current Report on Form 8-K and is incorporated herein by reference
The information contained in this Item 8.01 and in Exhibits 99.1 and 99.2 attached to this Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
| Item 9.01 | | Financial Statements and Exhibits |
|---|---|---|
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release dated September 30, 2021* |
| 99.2 | | Press Release dated September 30, 2021* |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMARTFINANCIAL, INC. | |
|---|---|
| | |
| Date: September 30, 2021 | /s/ William Y. Carroll, Jr. |
| William Y. Carroll, Jr. | |
| President & Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SmartBank Announces Sale of Richmond Assets to Virginia-based First Bank
KNOXVILLE, TN – September 30, 2021 – SmartBank (the “Bank”), a subsidiary of SmartFinancial, Inc. ("SmartFinancial” or the "Company"; NASDAQ: SMBK), announced today that it has entered into a Purchase and Assumption Agreement, dated September 30, 2021, to sell a portfolio of loans and certain assets associated with its branch office located in Richmond, Virginia to Strasburg, Virginia-based First Bank.
The terms of the Purchase and Assumption Agreement provide for First Bank to acquire approximately $83 million in loans and, substantially all fixed assets related to the Bank’s Richmond branch, and First Bank will also assume the facility lease. The Bank will receive a premium based on a specific percentage of the loans sold, and fixed assets will be acquired at book value. Additionally, the SmartBank employees in the Richmond branch will transition to become employees of First Bank. SmartBank will not transfer any deposit liabilities to First Bank in connection with the transaction, and SmartBank has provided notice to the relevant banking agencies that it intends to close the branch effective December 31, 2021.
“While we recognize the opportunity in the Richmond market area, we felt it necessary to focus on our Southeastern footprint and particularly the new markets we’ve added with our recent lift-outs”, said Billy Carroll, SmartBank President & CEO. “We have tremendous momentum with our recently announced team hires in Auburn, Dothan, Montgomery and Birmingham, Alabama, and want to concentrate our expansion efforts there. First Bank is a great organization and will serve those Richmond clients well.”
The Company does not anticipate that the divestiture will result in the accrual of material gains or charges upon consummation. The sale of the loans and certain assets to First Bank has been completed, and First Bank’s assumption of the lease and acquisition of the remaining assets is expected to be completed in the fourth quarter, subject to customary closing conditions. The branch will continue operating as a SmartBank branch until the branch is closed on December 31, 2021.
About SmartFinancial, Inc.
SmartFinancial, Inc., based in Knoxville, Tennessee, is the bank holding company for SmartBank. Founded in 2007, SmartBank is a full-service commercial bank, with branches 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 contributed to SmartBank’s success. More information about SmartFinancial can be found on its website: www.smartfinancialinc.com.
Forward-Looking Statements
This news release may contain statements that are based on management’s current estimates or expectations of future events or future results, and that may be deemed to constitute forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These statements are not historical in nature and can generally be identified by such words as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results of SmartFinancial to differ materially from future results expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others, (1) risks associated with our growth strategy, including a failure
to implement our growth plans or an inability to manage our growth effectively; (2) claims and litigation arising from our business activities and from the companies we acquire, which may relate to contractual issues, environmental laws, fiduciary responsibility, and other matters; (3) the risk that cost savings and revenue synergies from recently completed acquisitions may not be realized or may take longer than anticipated to realize; (4) disruption from recently completed acquisitions with customer, supplier, employee, or other business relationships; (5) our ability to successfully integrate the businesses acquired as part of previous acquisitions with the business of SmartBank; (6) risks related to the our recently-completed acquisition of Sevier County Bancshares, Inc. (“SCB”); (7) the risk that the anticipated benefits from the proposed acquisition of SCB may not be realized in the time frame anticipated; (8) changes in management’s plans for the future; (9) prevailing, or changes in, economic or political conditions, particularly in our market areas; (10) credit risk associated with our lending activities; (11) changes in interest rates, loan demand, real estate values, or competition; (12) changes in accounting principles, policies, or guidelines; (13) changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices as a result of, or in response to COVID-19; (14) adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic; (15) the impact of the COVID-19 pandemic on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; (16) potential increases in the provision for loan losses resulting from the COVID-19 pandemic; and (17) other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services. These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in SmartFinancial’s most recent 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 Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). Undue reliance should not be placed on forward-looking statements. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.
Investor Contacts
William Y. (“Billy”) Carroll, Jr. Ron Gorczynski
President & Chief Executive OfficerExecutive Vice President & Chief Financial Officer
SmartFinancial, Inc.SmartFinancial, Inc.
Email: billy.carroll@smartbank.comEmail: ron.gorczynski@smartbank.com
Phone: 865.868.0613Phone: 865.437.5724
Media Contact
Kelley Fowler
Senior Vice President, Public Relations/Marketing
SmartFinancial, Inc.
Email: kelley.fowler@smartbank.com
Phone: 865.868.0611
Exhibit 99.2
FOR IMMEDIATE RELEASE
SmartBank Expands in Tallahassee – Announces Expansion into Floor Plan Lending
KNOXVILLE, TN – September 30, 2021 – SmartBank, a subsidiary of SmartFinancial, Inc. ("SmartFinancial” or the "Company"; NASDAQ: SMBK), announces the hiring of two commercial relationship managers, Eric Davis and Ryan Pool in its Tallahassee, Florida office. Following the recent announcement of its expansion throughout Alabama and its Gulf Coast region, the Company is pleased to continue its growth with two long-tenured, experienced bankers to further solidify its efforts in Tallahassee, Florida.
Eric Davis, formerly with Wells Fargo, will join SmartBank as a Senior Vice President Commercial Relationship Manager. Davis brings over 15 years’ experience in the commercial lending space and will be joined by Ryan Poole. Poole, formerly with Prime Meridian Bank and Capital City Bank, brings over 13 years’ commercial banking experience.
“We are thrilled to enhance our Tallahassee office with two seasoned commercial banking professionals,” said Billy Carroll, SmartBank’s President & CEO. “This, coupled with our existing leadership in the Tallahassee market, provides us the muscle we need to build a solid foothold and further push our Panhandle expansion.”
Additionally, the Company announced the hiring of David Smith, former BBVA Vice President Dealer Commercial Services, to create a new floor plan lending line of business. Smith will be based out of Birmingham, Alabama and supported by a three-person team with over 60 years of combined experience in dealer floor plan lending/operations.
“Dealer floorplan lending brings an outstanding growth opportunity to our company and with David’s experience we are convinced this will be a great compliment to our commercial banking product mix,” said Carroll. “We are very excited to welcome David and his team with their decades of experience to our company and look forward to leveraging their relationships and talent throughout our region.”
About SmartFinancial, Inc.
SmartFinancial, Inc., based in Knoxville, Tennessee, is the bank holding company for SmartBank. Founded in 2007, SmartBank is a full-service commercial bank, with branches 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 contributed to SmartBank’s success. More information about SmartFinancial can be found on its website: www.smartfinancialinc.com.
Forward-Looking Statements
This news release may contain statements that are based on management’s current estimates or expectations of future events or future results, and that may be deemed to constitute forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These statements are not historical in nature and can generally be identified by such words as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results of SmartFinancial to differ materially from future results expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others, (1) risks associated with our growth strategy, including a failure to implement our growth plans or an inability to manage our growth effectively; (2) claims and litigation arising from our business activities and from the companies we acquire, which may relate to contractual issues, environmental
laws, fiduciary responsibility, and other matters; (3) the risk that cost savings and revenue synergies from recently completed acquisitions may not be realized or may take longer than anticipated to realize; (4) disruption from recently completed acquisitions with customer, supplier, employee, or other business relationships; (5) our ability to successfully integrate the businesses acquired as part of previous acquisitions with the business of SmartBank; (6) risks related to the our recently-completed acquisition of Sevier County Bancshares, Inc. (“SCB”); (7) the risk that the anticipated benefits from the proposed acquisition of SCB may not be realized in the time frame anticipated; (8) changes in management’s plans for the future; (9) prevailing, or changes in, economic or political conditions, particularly in our market areas; (10) credit risk associated with our lending activities; (11) changes in interest rates, loan demand, real estate values, or competition; (12) changes in accounting principles, policies, or guidelines; (13) changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices as a result of, or in response to COVID-19; (14) adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic; (15) the impact of the COVID-19 pandemic on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; (16) potential increases in the provision for loan losses resulting from the COVID-19 pandemic; and (17) other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services. These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in SmartFinancial’s most recent 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 Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). Undue reliance should not be placed on forward-looking statements. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.
Investor Contacts
William Y. (“Billy”) Carroll, Jr. Ron Gorczynski
President & Chief Executive OfficerExecutive Vice President & Chief Financial Officer
SmartFinancial, Inc.SmartFinancial, Inc.
Email: billy.carroll@smartbank.comEmail: ron.gorczynski@smartbank.com
Phone: 865.868.0613Phone: 865.437.5724
Media Contact
Kelley Fowler
Senior Vice President, Public Relations/Marketing
SmartFinancial, Inc.
Email: kelley.fowler@smartbank.com
Phone: 865.868.0611