SMARTFINANCIAL, INC. (NASDAQ:SMBK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Certain of the statements made in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements, including statements regarding the intent, belief or current expectations of SmartFinancial's management regarding the company's strategic direction, prospects, future results and benefits of the Merger, are subject to numerous risks and uncertainties. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of the two companies' businesses, (5) the failure of Foothills Bancorp's shareholders to approve the Merger, (6) the amount of the costs, fees, expenses, and charges related to the Merger, (7) the ability to obtain required regulatory approvals of the proposed terms of the Merger, (8) reputational risk and the reaction of the parties' customers to the Merger, (9) the failure of the closing conditions to be satisfied, (10) the risk that the integration of Foothills Bancorp's operations with SmartFinancial will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by SmartFinancial's issuance of additional shares of its common stock in the Merger, and (13) general competitive, economic, politics of and market conditions. Additional factors which could affect the forward looking statements can be found in SmartFinancial's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this report which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
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: June 27, 2018 |
|
/s/ William Y. Carroll Jr. |
|
William Y. Carroll, Jr. |
|
President & Chief Executive Officer |
EXHIBIT INDEX
|
Agreement and Plan of Merger, dated as of June 27, 2018, by and among SmartFinancial, Inc., Foothills Bancorp, Inc., and Foothills Bank & Trust* |
|
Press Release, issued by SmartFinancial, Inc. and Foothills Bancorp, Inc., dated June 27, 2018 |
|
Investor Presentation Materials |
|
* The registrant has omitted scheduled and similar attachments to the subject agreement SMARTFINANCIAL INC. ExhibitEX-2.1 2 ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER SMARTFINANCIAL,…To view the full exhibit click |
