Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 29, 2019, the Company entered into an Agreement and Plan of Merger (the"Merger Agreement") with Progressive Financial Group Inc., a Tennessee corporation (“PFG”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, PFG will merge with and into the Company, with the Company continuing as the surviving entity (the "Merger"). Following the Merger, Progressive Savings Bank, a Tennessee state-chartered banking association and wholly-owned subsidiary of PFG, will merge with and into SmartBank, the Company's banking subsidiary, with SmartBank continuing as the surviving bank.

Subject to the terms, conditions and adjustments set forth in the Merger Agreement, at the effective time of the Merger, PFG shareholders will have the right to receive their pro rata share of an aggregate of $14,595,354.37 in cash and 1,292,592.556 shares of SmartFinancial common stock, $1.00 par value (collectively, the “Merger Consideration”), provided, however, that the cash portion of the Merger Consideration is subject to adjustment as described in the Merger Agreement.  Based on the outstanding shares of PFG common stock as of the date hereof, it is expected that each share of PFG common stock will represent the right to receive approximately $704.375 in cash and 62.3808 shares of SmartFinancial common stock.

The Merger Agreement contains customary representations, warranties, and covenants of both SmartFinancial and PFG. The completion of the Merger is subject to approval of PFG shareholders, regulatory approvals, and other customary closing conditions, and is expected to be completed in the first half of 2020.

On November 6, 2019, the Company announced that its board of directors has approved the initiation of a regular quarterly dividend and the Company declared a quarterly cash dividend of $0.05 per share of the Company common stock payable on December 6, 2019, to shareholders of record as of the close of business on November 21, 2019.