Smartfinancial Inc S-4/A, filed Jun 25, 2021

Smartfinancial Inc. (SMBK)

S-4/A 2021-06-25

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	QUESTIONS AND ANSWERS					1
	SUMMARY					7
	CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS					16
	TRADING MARKETS AND DIVIDENDS					18
	RISK FACTORS					20
	Risks Related to the Merger					20
	Risks Related to the Combined Company Following the Merger					24
	Risks Related to an Investment in the Combined Company’s Common Stock					25
	Risks Related to Tax					26
	Risks Related to SmartFinancial’s Business					26
	THE SCB SPECIAL MEETING					27
	General					27
	Date, Time and Place					27
	Purpose of the SCB Special Meeting					27
	Proposal One: Merger Proposal					27
	Proposal Two: Adjournment Proposal					27
	Recommendation of the SCB Board of Directors					28
	Record Date; Shareholders Entitled to Vote					28
	Quorum and Adjournment					28
	Vote Required for Approval; Abstentions; Failure to Vote					29
	Voting by SCB Directors and Executive Officers					29
	SCB Common Stock Subject to Voting Agreements					29
	Voting on Proxies by Holders of Record; Incomplete Proxies					29
	Shares Held in “Street Name”					29
	Revocability of Proxies and Changes to an SCB Shareholder’s Vote					30
	Solicitation of Proxies					30
	Attending the SCB Special Meeting; Voting in Person					30
	Assistance					30
	THE MERGER					31
	General					31
	Purchase Price and Purchase Price Adjustments					31
	Background of the Merger					31
	SmartFinancial’s Reasons for the Merger					34
	SCB’s Reasons for the Merger					35
	Opinion of SCB’s Financial Advisor					36
	Board Composition and Management of SmartFinancial after the Merger					45
	Interests of SCB’s Directors and Executive Officers in the Merger					46
	Beneficial Ownership of SCB Common Stock by Management and Principal Shareholders of SCB					47
	Material U.S. Federal Income Tax Consequences					50
	Accounting Treatment					54

	Dissenters’ Rights					54
	Exchange of Shares in the Merger					55
	Listing of SmartFinancial Common Stock					55
	THE MERGER AGREEMENT					56
	Structure of the Merger					56
	Closing and Effective Time of the Merger					56
	Organizational Documents of the Surviving Company					56
	Board Composition and Management of Surviving Company					56
	Merger Consideration					57
	Procedures for Converting Shares of SCB Common Stock into Merger Consideration					57
	Surrender of SCB Stock Certificates					58
	Representations and Warranties					59
	Definition of “Material Adverse Effect”					60
	Covenants and Agreements					61
	Regulatory Matters					64
	NASDAQ Listing					65
	Employee Matters					65
	Indemnification and Directors’ and Officers’ Insurance					66
	No Solicitation					66
	Conditions to Completion of the Merger					68
	Termination					69
	Termination Fee					70
	Effect of Termination					70
	Amendment; Waiver					70
	Expenses					71
	ANCILLARY AGREEMENTS					72
	Voting Agreements					72
	Non-Competition and Non-Disclosure Agreements					72
	Claims Letters					73
	THE COMPANIES					74
	SmartFinancial, Inc.					74
	Sevier County Bancshares, Inc.					75
	DESCRIPTION OF CAPITAL STOCK					76
	COMPARISON OF RIGHTS OF SMARTFINANCIAL SHAREHOLDERS AND SCB SHAREHOLDERS					81
	LEGAL MATTERS					90
	EXPERTS					90
	WHERE YOU CAN FIND MORE INFORMATION					90
	Annex A					A-1
	Annex B					B-1
	Annex C					C-1

	SmartFinancial Common Stock			Implied Value of One Share of SCB Common Stock to be Converted to Merger Consideration
April 12, 2021		$	21.50		$	8.85
June 23, 2021		$	24.10		$	9.92

	SmartFinancial Common Stock
	Sales Price						Dividends Declared Per Share
	High			Low			Dividends Declared Per Share
2019
First Quarter		$	20.49		$	17.15		$	—
Second Quarter		$	21.91		$	18.99		$	—
Third Quarter		$	22.75		$	18.73		$	—
Fourth Quarter		$	23.99		$	19.73		$	0.05
2020
First Quarter		$	23.94		$	11.05		$	0.05
Second Quarter		$	17.25		$	11.74		$	0.05
Third Quarter		$	16.34		$	12.70		$	0.05
Fourth Quarter		$	19.48		$	13.20		$	0.05
2021
First Quarter		$	23.96		$	17.86		$	0.06
Second Quarter (through June 23, 2021)		$	25.23		$	21.09		$	0.06

Transaction Value / Tangible Common Equity		130%
Transaction Value / LTM Earnings	17.4x
Transaction Value / Total Assets		9.2%
Premium to Core Deposits		3.1%

	Proposed Consideration			Implied Value Median			Implied Value Low			Implied Value High
	($000s)			($000s)			($000s)			($000s)
Trading Price / Tangible Book Value		$	38,874		$	26,555		$	25,011		$	28,960
Trading Price / LTM Earnings		$	38,874		$	42,833		$	30,258		$	46,944

	Proposed Transaction Multiples		Selected Transactions Median		Selected Transactions 25th Percentile		Selected Transactions 75th Percentile
Transaction Value / Tangible Book Value		130%		131%		108%		155%
Transaction Value / LTM Earnings		17.4x		17.3x		15.3x		26.8x
Transaction Value / Assets		9.2%		13.8%		11.4%		14.8%
Core Deposit Premium		3.1%		4.3%		1.4%		10.8%

	SCB Contribution
Total Assets		11.4%
Total Loans		9.3%
Total Deposits		10.5%
Tangible Common Equity		9.9%
2020 Actual Net Income		8.4%
2021 Estimated Net Income		15.3%
2022 Estimated Net Income		9.3%
SCB Shareholders’ Pro Forma Ownership		10.6%

	January 2, 2020		Through April 9, 2021
SmartFinancial		100%		92%
Selected Public Companies Peer Group		100%		104%
NASDAQ Bank Index		100%		115%
S&P 500 Index		100%		127%

	Tangible Common Equity			Market Capitalization			Implied Value Low			Implied Value High
	($000s)			($000s)			($000s)			($000s)
Terminal Value Based on TBV Multiple		$	270,697		$	326,895		$	282,883		$	397,870
Terminal Value Based on P/E Multiple		$	270,697		$	326,895		$	344,538		$	480,080

Directors and Executive Officers	Number of Shares		Percent
Bobby R. Stoffle(1)		75,958		1.74%
D. Clay Harris(2)		45,348		1.04%
Christopher Plemons(3)		10,377		*
Andrew Ferguson(4)		20,000		*
William Bien(5)		15,000		*
John M. Presley(6)		236,025		5.41%
Joe Jim Summitt		83,996		1.92%
Maria Mize Roditis		52,549		1.20%
Lyle Overbay		14,489		*
Gary Wade		69,784		1.60%
Conley (Teddy) Murrell		40,172		*
Svend Brooks		1,452		*
James Temple Jr.		6,366		*
Hope Lundt(7)		730,982		16.74%
Doug Blalock		77,445		1.77%
All directors and executive officers, as a group (15 persons)		1,479,943		33.89%

Beneficial Owners of 5% or More Voting Power	Number of Shares		Percent
Kenneth R. Lehman		1,663,598		38.10%
Spence Limited LP(8).		728,715		16.69%

Rights	SmartFinancial Bancshares, Inc. Shareholder Rights	Sevier County Bancshares, Inc. Shareholder Rights
Description of Common Stock	SmartFinancial is authorized to issue 40,000,000 shares of common stock, $1.00 par value. The holders of common stock are entitled to receive net assets of the corporation upon dissolution, secondary to any rights of preferred stockholders as may be specified in the charter.	SCB is authorized to issue 5,000,000 shares of common stock, no designated par value, divided in two classes: 4,500,000 shares of Class A Common Stock; 500,000 shares of Class B Common Stock.
Voting Rights	Each share of SmartFinancial’s common stock is entitled to one vote per share. Common stock has unlimited voting rights, and preferred shareholders are entitled to vote only on matters authorized under the corporation’s charter. Voting rights are non-cumulative.	Each share of Class A Common Stock is entitled to one vote. Class B Common Stock is not entitled to vote on any matter, except as required by Tennessee law and such matters as may affect the rights and privileges of Class B Common Stock.
Description of Preferred Stock	SmartFinancial is authorized to issue 2,000,000 shares of preferred stock, $1.00 par value, in any number of series and preferences as determined by the board. There are no shares of preferred stock issued or outstanding.	SCB is authorized to issue 2,000,000 shares of preferred stock, no designated par value, in any number of series and preferences as determined by the board. There are no shares of preferred stock issued or outstanding.

	ARTICLE I THE MERGER					B-1
	Section 1.01 The Merger					B-1
	Section 1.02 Charter and Bylaws					B-1
	Section 1.03 Bank Merger					B-1
	Section 1.04 Directors and Officers					B-2
	Section 1.05 Effective Time; Closing					B-2
	Section 1.06 Additional Actions					B-2
	Section 1.07 Reservation of Right to Revise Structure					B-2
	ARTICLE II MERGER CONSIDERATION; EXCHANGE PROCEDURES					B-3
	Section 2.01 Merger Consideration					B-3
	Section 2.02 SCB Stock-Based Awards					B-4
	Section 2.03 Rights as Shareholders; Stock Transfers					B-4
	Section 2.04 Fractional Shares					B-4
	Section 2.05 Plan of Reorganization					B-5
	Section 2.06 Exchange Procedures					B-5
	Section 2.07 Deposit and Delivery of Merger Consideration					B-5
	Section 2.08 Rights of Certificate Holders after the Effective Time					B-6
	Section 2.09 Anti-Dilution Provisions					B-6
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF SCB					B-6
	Section 3.01 Organization and Standing					B-6
	Section 3.02 Capital Stock					B-7
	Section 3.03 Subsidiaries					B-8
	Section 3.04 Corporate Power; Minute Books					B-8
	Section 3.05 Corporate Authority					B-8
	Section 3.06 Regulatory Approvals; No Defaults					B-9
	Section 3.07 Financial Statements; Internal Controls					B-9
	Section 3.08 Regulatory Reports					B-10
	Section 3.09 Absence of Certain Changes or Events					B-10
	Section 3.10 Legal Proceedings					B-11
	Section 3.11 Compliance With Laws					B-11
	Section 3.12 SCB Material Contracts; Defaults					B-12
	Section 3.13 Agreements with Regulatory Agencies					B-13
	Section 3.14 Brokers; Fairness Opinion					B-13
	Section 3.15 Employee Benefit Plans					B-13
	Section 3.16 Labor Matters					B-15
	Section 3.17 Environmental Matters					B-16
	Section 3.18 Tax Matters					B-16
	Section 3.19 Investment Securities					B-18
	Section 3.20 Derivative Transactions					B-18
	Section 3.21 Regulatory Capitalization					B-18
	Section 3.22 Loans; Nonperforming and Classified Assets					B-18
	Section 3.23 Allowance for Loan and Lease Losses					B-19

	Section 3.24 Trust Business; Administration of Fiduciary Accounts					B-19
	Section 3.25 Investment Management and Related Activities					B-19
	Section 3.26 Repurchase Agreements					B-20
	Section 3.27 Deposit Insurance					B-20
	Section 3.28 Community Reinvestment Act, Anti-money Laundering, and Customer Information Security					B-20
	Section 3.29 Transactions with Affiliates					B-20
	Section 3.30 Tangible Properties and Assets					B-20
	Section 3.31 Intellectual Property					B-21
	Section 3.32 Insurance					B-21
	Section 3.33 Antitakeover Provisions					B-22
	Section 3.34 SCB Information					B-22
	Section 3.35 Transaction Costs					B-22
	Section 3.36 Bank Holding Company					B-22
	Section 3.37 No Other Representations or Warranties					B-22
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SMBK					B-22
	Section 4.01 Organization and Standing					B-23
	Section 4.02 Capital Stock					B-23
	Section 4.03 Corporate Power					B-23
	Section 4.04 Corporate Authority					B-23
	Section 4.05 SEC Documents; Financial Statements					B-23
	Section 4.06 Regulatory Approvals; No Defaults					B-24
	Section 4.07 SMBK Information					B-24
	Section 4.08 Absence of Certain Changes or Events					B-24
	Section 4.09 Compliance with Laws					B-24
	Section 4.10 Legal Proceedings					B-25
	Section 4.11 No Other Representations or Warranties					B-25
	ARTICLE V COVENANTS					B-26
	Section 5.01 Covenants of SCB					B-26
	Section 5.02 Covenants of SMBK					B-30
	Section 5.03 Commercially Reasonable Efforts					B-30
	Section 5.04 Shareholder Approval					B-30
	Section 5.05 Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing					B-31
	Section 5.06 Regulatory Filings; Consents					B-31
	Section 5.07 Publicity					B-32
	Section 5.08 Access; Current Information; Accounting Matters					B-32
	Section 5.09 No Solicitation by SCB; Superior Proposals					B-33
	Section 5.10 Indemnification					B-35
	Section 5.11 Employees; Benefit Plans					B-37
	Section 5.12 Notification of Certain Changes					B-38
	Section 5.13 Transition; Informational Systems Conversion					B-38
	Section 5.14 No Control of Other Party’s Business					B-38
	Section 5.15 Certain Litigation					B-38
	Section 5.16 Non-Competition and Non-Disclosure Agreement					B-39

Rights	SmartFinancial Bancshares, Inc. Shareholder Rights	Sevier County Bancshares, Inc. Shareholder Rights
Transfer Rights of Shareholders	The Charter and Bylaws of SmartFinancial do not generally restrict transfers of shares of its common stock, as long as such shares are registered pursuant to the provisions of the Securities Act of 1933.	The charter and bylaws of SCB provide certain rights and restrictions regarding the ownership and transfer of SCB common stock. No shareholder may sell, transfer or assign, grant a security interest in an, encumber, pledge or in any other way alienate any of his or her shares of SCB common stock without the prior written consent of SCB, except through a transfer that meets the requirements of the charter and bylaws of SCB. Any transfer or acquisition of SCB common stock in violation of the charter and bylaws shall be null and void. Key transfer restrictions include: No transfer is permitted that would have the effect of causing any transferee’s ownership percentage to rise above 4.95%. No owner of more than 5% of SCB Common Stock may transfer their shares without prior board approval. The Board of Directors of SCB holds the sole authority and discretion to determine whether a proposed transfer is permitted or not pursuant to Section 6 of the charter.
Special Meeting of Shareholders	SmartFinancial’s charter and bylaws allow for a meeting of the shareholders to be called only by (1) the chairman of the board of directors, (2) the vice-chairman of the board, (3) the president or chief executive officer of the corporation, (4) a majority of the members of the board, or (5) holder(s) of 20% or more of the outstanding shares of voting stock. If any person(s) other than the board call a special meeting, the request must be in writing, specify the nature of the proposed business to be discussed, and be delivered to the secretary of the corporation.	SCB’s bylaws provide that a special meeting may be called by the chairman of the board of directors, the president, a majority of the board of directors, or, upon written demand, by the holders of not less than one tenth (1/10) of all the shares entitled to vote at such meeting.

Rights	SmartFinancial Bancshares, Inc. Shareholder Rights	Sevier County Bancshares, Inc. Shareholder Rights
Election, Size, and Classification of Board of Directors	SmartFinancial’s charter provides that the number of directors will be no less than five and no more than 25 persons. The number of directors may be fixed or changed by resolution of the board. Directors are elected at the annual meeting of the shareholders by a plurality of the votes by those shareholders entitled to vote. SmartFinancial’s board of directors presently consists of 11 individuals.	SCB’s bylaws provide that the number of directors may be fixed or changed by resolution of the board within the range of five to fifteen individuals. Directors are elected by a plurality vote of the shareholders entitled to vote at the annual meeting. The SCB board of directors presently consists of 11 individuals.
Vacancies on the Board of Directors	The Tennessee Business Corporation Act provides that vacancies on the board of directors may be filled by the shareholders or directors, unless the charter or bylaws provides otherwise. SmartFinancial’s charter states that any vacancies on the board may be filled by a majority vote of the remaining directors or the shareholders. Those directors so elected will serve until the next annual meeting of shareholders.	The Tennessee Business Corporation Act provides that vacancies on the board of directors may be filled by the shareholders or directors, unless the charter or bylaws provides otherwise. SCB’s bylaws state that vacancies on the board may be filled by (a) the shareholders, (b) the Board, or (c) a majority vote of the directors then remaining in office, if less than a quorum.
Removal of Directors	The Tennessee Business Corporation Act provides that shareholders may remove directors with or without cause unless the charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group. SmartFinancial’s charter and bylaws allow for the removal of a director with cause by a majority of the board at a meeting called for such purpose. The shareholders may also remove a director with cause at a meeting called for such purpose. Directors may not be removed without cause.	The Tennessee Business Corporation Act provides that shareholders may remove directors with or without cause unless the charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group. SCB’s bylaws states that the board of directors or shareholders may remove any or all directors with or without cause at a meeting called for such a purpose.
Indemnification	The Tennessee Business Corporation Act provides that a corporation will indemnify a director, officer, employee or agent who was successful in the defense of any	The Tennessee Business Corporation Act provides that a corporation will indemnify a director, officer, employee or agent who was successful in the defense of any

Rights	SmartFinancial Bancshares, Inc. Shareholder Rights	Sevier County Bancshares, Inc. Shareholder Rights
	proceeding or claim to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred unless otherwise limited by the charter. Under the Tennessee Business Corporation Act, a corporation may indemnify an individual against liability if the individual acted in good faith, the individual reasonably believed that the conduct was in the corporation’s best interest or was not opposed to its best interest, and the individual had no reasonable cause to believe the conduct was unlawful. The corporation may also advance for expenses if the director follows the requirements proscribed in the Tennessee Business Corporation Act Section 48-18-504. The Tennessee Business Corporation Act also allows a corporation to maintain insurance or furnish other protections against liability on behalf of its directors, officers, employees, or agents. SmartFinancial’s charter and bylaws provide that the company will indemnify and advance expenses to its directors and officers and may indemnify all other persons it has the power to indemnify under the Tennessee Business Corporation Act. SmartFinancial may also purchase and maintain insurance or provide similar protections on behalf of its directors, officers, and employees to the fullest extent authorized by the Tennessee Business Corporation Act and applicable federal laws and regulations	proceeding or claim to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred unless otherwise limited by the charter. Under the Tennessee Business Corporation Act, a corporation may indemnify an individual against liability if the individual acted in good faith, the individual reasonably believed that the conduct was in the corporation’s best interest or was not opposed to its best interest, and the individual had no reasonable cause to believe the conduct was unlawful. The corporation may also advance for expenses if the director follows the requirements proscribed in the Tennessee Business Corporation Act Section 48-18-504. The Tennessee Business Corporation Act also allows a corporation to maintain insurance or furnish other protections against liability on behalf of its directors, officers, employees, or agents. SCB’s bylaws provide that SCB will indemnify its directors and officers to the fullest extent authorized by the Tennessee Business Corporation Act and applicable federal law and regulation, provided that such director’s or officer’s conduct has met the applicable standard of conduct set forth in Tennessee law and except in relation to such matters to which any such director or officer shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of his duty.
Personal Liability of Directors	The Tennessee Business Corporation Act provides that a corporation may not indemnify a director for liability (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (2) for acts or omissions not in good faith or which	The Tennessee Business Corporation Act provides that a corporation may not indemnify a director for liability (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (2) for acts or omissions not in good faith or which

Rights	SmartFinancial Bancshares, Inc. Shareholder Rights	Sevier County Bancshares, Inc. Shareholder Rights
	involve intentional misconduct or a knowing violation of law; or (3) under Section 48-18-302 of the Tennessee Business Corporation Act (with respect to the unlawful payment of dividends). SmartFinancial’s charter provides that a director will not be personally liable to SmartFinancial or its shareholders for monetary damages for breach of fiduciary duty as a director; however, a director’s liability will not be eliminated or limited for the following: (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) under Section 48-18-302 of the Tennessee Business Corporation Act with respect to the unlawful payment of dividends. SmartFinancial’s charter further provides that any amendment to the director’s liability section of the charter requires at least a two-thirds affirmative vote by shareholders entitled to vote on the amendment and a two-thirds affirmative vote by the board of directors.	involve intentional misconduct or a knowing violation of law; or (3) under Section 48-18-302 of the Tennessee Business Corporation Act (with respect to the unlawful payment of dividends). SCB’s charter and bylaws contain no other specific provision.
Dissenters’ Rights	Under the Tennessee Business Corporation Act, because SmartFinancial’s common stock is traded on the Nasdaq Capital Market, holders of common stock do not have dissenters’ rights. SmartFinancial’s charter and bylaws do not contain any provision(s) that relate to dissenters’ rights.	The Tennessee Business Corporation Act provides dissenters rights to shareholders of a company proposing a merger, share exchange or a sale of substantially all of the assets of the company allowing shareholders to dissent from, and obtain payment of the fair value of the shareholders’ shares in the event of, certain extraordinary corporate transactions. The parties have determined that SCB’s shareholders have the right to dissent from this merger.
Votes on Extraordinary Corporate Transactions	Under the Tennessee Business Corporation Act, a sale or other disposition of all or substantially all of the corporation’s assets, a merger	Under the Tennessee Business Corporation Act, a sale or other disposition of all or substantially all of SCB’s assets, a merger of SCB

	Section 5.17 Claims Letters					B-39
	Section 5.18 Director Resignations					B-39
	Section 5.19 Coordination					B-39
	Section 5.20 Transactional Expenses					B-40
	Section 5.21 Confidentiality					B-40
	Section 5.22 Tax Treatment					B-40
	Section 5.23 Adjusted SCB Shareholders’ Calculation					B-40
	Section 5.24 Investor Agreements					B-40
	Section 5.25 Certain Accruals					B-40
	ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGER					B-40
	Section 6.01 Conditions to Obligations of the Parties to Effect the Merger					B-40
	Section 6.02 Conditions to Obligations of SCB					B-41
	Section 6.03 Conditions to Obligations of SMBK					B-42
	Section 6.04 Frustration of Closing Conditions					B-43
	ARTICLE VII TERMINATION					B-43
	Section 7.01 Termination					B-43
	Section 7.02 Termination Fee					B-44
	Section 7.03 Effect of Termination					B-44
	ARTICLE VIII DEFINITIONS					B-44
	Section 8.01 Definitions					B-44
	ARTICLE IX MISCELLANEOUS					B-52
	Section 9.01 Survival					B-52
	Section 9.02 Waiver; Amendment					B-52
	Section 9.03 Governing Law; Jurisdiction; Waiver of Right to Trial by Jury					B-52
	Section 9.04 Expenses					B-52
	Section 9.05 Notices					B-52
	Section 9.06 Entire Understanding; No Third Party Beneficiaries					B-53
	Section 9.07 Severability					B-53
	Section 9.08 Enforcement of the Agreement					B-53
	Section 9.09 Interpretation					B-54
	Section 9.10 Assignment					B-54
	Section 9.11 Counterparts					B-54
	Section 9.12 Privileged Communications					B-55
	Exhibit A – Form of Voting Agreement
	Exhibit B – Form of Bank Plan of Merger and Merger Agreement
	Exhibit C – Form of Director Non-Competition and Non-Disclosure Agreement
	Exhibit D – Form of Claims Letter

				SmartBank
	Attest:
	Name: Title:			By: Name: William Y. Carroll, Jr. Title: President and Chief Executive Officer
				Sevier County Bank
	Attest:
	Name: Title:			By: Name: John M. Presley Title: Executive Chairman

Name and Address	Title & Position with SMBK	Title & Position with SmartBank
William Y. Carroll Sr. 3340 Kingston Pike LaRue Knoxville, TN 37919	Vice Chairman of the Board	Vice Chairman of the Board and Director of Business Development
William Y. Carroll Jr. 7300 Lorimar Place Knoxville, TN 37919	President and Chief Executive Officer	President and Chief Executive Officer
Wesley M. Welborn 103 Robin Hood Trail Lookout Mountain, TN 37350	Chairman of the Board	Chairman of the Board
Geoffrey A. Wolpert 1110 Parkway Gatlinburg, TN 37738	Director	Director
Keith E. Whaley, O.D. 2226 Battle Ground Drive Pigeon Forge, TN 37863	Director	Director
Monique Prado Berke 1500 Lyndhurst Drive Chattanooga, TN 37405	Director	Director
Steven B. Tucker 10448 Harbourtowne Drive Northport, AL 35475	Director	Director
Ted C. Miller 1025 River Road Kodak, TN 37764	Director	Director
Victor Lynn Barrett 1229 Llama Lane Sevierville, TN 37862	Director	Director
David A. Ogle 1629 Parkway Sevierville, TN 37862	Director	Director
Ottis Phillips 3500 Hilham, Rd. Cookeville, Tennessee 38506	Director	Director
John M. Presley 26 Wicklow Drive Hilton Head Island, SC 29928	Director (after Merger)	Director (after Merger)
Gregory L. Davis 306 Riverside Drive Sevierville, TN 37862		Executive Vice President, Chief Lending Officer
Rhett D. Jordan 616 Farragut Commons Dr. Farragut, TN 37934		Executive Vice President, Chief Credit Officer
Ronald J. Gorczynski 4874 Blowing Rock Blvd Lenoir, NC 28645	Chief Financial Officer	Executive Vice President, Chief Financial Officer

	Exhibit No.			Description
	2.1			Agreement and Plan of Merger, dated April 13, 2021, by and between SmartFinancial, Inc. and Sevier County Bancshares, Inc. (attached as Annex A to the proxy statement/prospectus contained in this registration statement).
	3.1			Second Amended and Restated Charter of SmartFinancial, Inc. (incorporated herein by reference to Exhibit 3.3 to SmartFinancial’s Current Report on Form 8-K filed on September 2, 2015).
	3.2			Second Amended and Restated Bylaws of SmartFinancial, Inc., effective as of March 17, 2016 (incorporated herein by reference to Exhibit 3.1 to SmartFinancial’s Current Report on Form 8-K filed on October 26, 2015).
	4.1			The right of securities holders are defined in the Charter and Bylaws provided in exhibits 3.1 and 3.2
	4.2			Incorporated by reference to Exhibit 4.2 to Form 10-K filed March 30, 2016
	5.1			Opinion of Alston & Bird LLP regarding the legality of the securities being registered.
	8.1			Opinion of Alston & Bird LLP regarding certain U.S. federal income tax matters.
	8.2			Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC regarding certain U.S. federal income tax matters.
	21.1			Subsidiaries of SmartFinancial, Inc. (incorporated herein by reference to Exhibit 21.1 to SmartFinancial’s Annual Report on Form 10-K filed on March 16, 2021)
	23.1			Consent of Alston & Bird LLP (included in the opinions referred to in Exhibits 5.1 and 8.1 above).
	23.2			Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in the opinion referred to in Exhibit 8.2 above).
	23.3			Consent of Dixon Hughes Goodman LLP (with respect to SmartFinancial, Inc.).
	24			Power of Attorney (included on the signature page hereto).*
	99.1			Consent of Performance Trust Capital Partners, LLC
	99.2			Form of Proxy of Sevier County Bancshares, Inc.

				SMARTFINANCIAL, INC.
				By: /s/ William Y. Carroll, Jr. Name: William Y. Carroll, Jr. Title: President and Chief Executive Officer and Director (principal executive officer)

Signature	Title	Date
/s/ William Y. Carroll, Jr. William Y. Carroll, Jr.	President and Chief Executive Officer and Director (Principal Executive Officer)	June 25, 2021
* Ronald J. Gorczynski	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 25, 2021
* Victor L. Barrett	Director	June 25, 2021
* Monique P. Berke	Director	June 25, 2021
* William Y. Carroll, Sr.	Director	June 25, 2021
* Ted C. Miller	Director	June 25, 2021
* David A. Ogle	Director	June 25, 2021
* Ottis H. Phillips	Director	June 25, 2021
* Steven B. Tucker	Director	June 25, 2021
* W. Miller Welborn	Director	June 25, 2021
* Keith E. Whaley	Director	June 25, 2021

	Sincerely,

	Alston & Bird LLP

	By:	/s/ Mark C. Kanaly
		Mark C. Kanaly
		A Partner


	SIGNATURE


	SECOND SIGNATURE IF HELD JOINTLY

	DATED: ________, 2021