SMARTFINANCIAL, INC. (NASDAQ:SMBK) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On January24, 2017, SmartFinancial, Inc., a Tennessee corporation
(the Company) and certain selling shareholders, entered into an
Underwriting Agreement (the Underwriting Agreement) with Raymond
James Associates, Inc. as representative of the underwriters
listed on Schedule I (the Underwriters) to the Underwriting
Agreement, for the issuance and sale of 1,770,084 shares of
common stock, par value $1.00 per share, of the Company (Common
Stock), of which 170,084 shares will be sold by certain selling
shareholders, for an aggregate purchase price of $34,074,117, or
$19.25 per share, less underwriting discounts and commissions. Of
the aggregate purchase price, SmartFinancial is expected to
receive net proceeds of approximately $28,952,000, and selling
shareholders are expected to receive net proceeds of
approximately $3,077,670, after deducting underwriting discounts
and commissions. The Company also has granted the Underwriters a
30-day option to
purchase an additional 240,000 shares of Common Stock at the
public offering price, less underwriting discounts solely to
cover over-allotments, if any.
to the
Underwriting Agreement, the Company and its directors and
executive officers have entered into 180-day lock-up agreements
with respect to sales of shares of Common Stock, subject to
customary exceptions. The form of this agreement is attached to
the Underwriting Agreement.
The Underwriting
Agreement contains representations, warranties and covenants
customary in agreements of this type. These representations,
warranties and covenants are not representations of factual
information to investors about the Company or its subsidiaries,
and the sale of the Common Stock in the offering is not a
representation that there has not been any change in the
condition of the Company. The Company also agreed to indemnify
the Underwriters against certain liabilities arising out of or in
connection with the sale of Common Stock in the offering.
The foregoing
description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the complete text of
the Underwriting Agreement, a copy of which is attached as
Exhibit 1.1 to this Current Report on Form8-K and incorporated
herein by reference. Butler Snow LLP, counsel to the Company,
delivered an opinion as to the validity of the shares of Common
Stock, a copy of which is attached hereto as Exhibit5.1 and is
incorporated by reference herein.
The offering and
sale of the Common Stock is being made to a prospectus supplement
and base prospectus that was filed as a part of the Companys
Registration Statement on Form S-3 (File No.333-214802) under the
Securities Act of 1933, as amended, which registration statement
was filed with the U.S. Securities and Exchange Commission and
became effective on January9, 2017. The offering is expected to
close on or around January30, 2017.
| Item8.01 | Other Events. |
On January25,
2017, the Company issued a press release related to the pricing
of the Common Stock. A copy of the press release is attached as
Exhibit 99.1 hereto.
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, by and among SmartFinancial, Inc., certain selling shareholders, and Raymond James Associates, Inc., dated January24, 2017 |
|
| 5.1 | Opinion of Butler Snow LLP | |
| 23.1 | Consent of Butler Snow LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated January25, 2017 |
About SMARTFINANCIAL, INC. (NASDAQ:SMBK)
SmartFinancial, Inc., formerly Cornerstone Bancshares, Inc., is a bank holding company. The Company operates through its SmartBank subsidiary (The Bank). The principal business of the Bank consists of attracting deposits from the public and investing those funds, together with funds generated from operations and from principal and interest payments on loans. It offers commercial real estate-mortgage, consumer real estate-mortgage, construction and land development, commercial and industrial, and consumer and other loans. The Bank’s investment portfolio consists of Federal agency bonds, mortgage-backed securities, and state and municipal securities. The Bank provides a range of deposit services to businesses and individuals, including non-interest bearing checking accounts, interest bearing checking accounts, savings accounts, money market accounts, individual retirement accounts (IRAs) and certificates of deposit (CDs). SmartBank operates in approximately seven banking offices. SMARTFINANCIAL, INC. (NASDAQ:SMBK) Recent Trading Information
SMARTFINANCIAL, INC. (NASDAQ:SMBK) closed its last trading session up +1.00 at 21.15 with shares trading hands.