8-K

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: December 8, 2016

SMARTFINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	333-214802		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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01        Other Events.

On December 8, 2016, SmartBank (the “Bank”), a wholly owned subsidiary of SmartFinancial, Inc., entered into a Purchase and Assumption Agreement with Atlantic Capital Bank, N.A. (“ACB”) that provides for the acquisition and assumption by the Bank of certain assets and liabilities associated with ACB’s branch office located at 3200 Keith Street NW, Cleveland, Tennessee 37312 (the “Purchase Agreement”).

Pursuant to the Purchase Agreement, the Bank will assume approximately $33 million in customer deposits and will acquire approximately $32 million in loans and other assets affiliated with the Cleveland, Tennessee branch. The Bank will pay a purchase price in the amount of a deposit premium equal to 2.0% of a 10-day average balance of assumed deposits plus the aggregate net value of the loans, real property, and other assets to be acquired in connection with the branch.

The transaction is expected to close in the first quarter of 2017, subject to regulatory approval and other customary closing conditions. On December 9, 2016, SmartFinancial, Inc. and Atlantic Capital Bancshares, Inc. issued a joint press release announcing the execution of the Purchase Agreement, which is attached hereto as Exhibit 99.1.

Item 9.01        Financial Statements and Exhibits.

Exhibit No.Description

99.1 Press Release dated December 9, 2016.

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: December 14, 2016

/s/ William Y. Carroll, Jr.        

William Y. Carroll, Jr.

President & Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

December 9, 2016

SmartBank enters into definitive agreement with Atlantic Capital Bank to acquire FSG Bank branch

KNOXVILLE, Tenn. – December 9, 2016 – SmartFinancial, Inc. (“SmartFinancial”; NASDAQ: SMBK), parent company of SmartBank, and Atlantic Capital Bancshares, Inc. (“Atlantic Capital”; NASDAQ: ACBI), parent company of Atlantic Capital Bank, N.A., announced today that SmartBank has signed a definitive agreement to acquire the Cleveland, Tennessee branch office and assets of FSG Bank, a division of Atlantic Capital Bank.

SmartBank has agreed to assume approximately $33,000,000 in customer deposits and purchase approximately $32,000,000 in loans and other assets affiliated with the Cleveland branch.

“This acquisition provides an incredible opportunity to expand our presence in Tennessee and introduce our brand and excellent client service to Bradley County,” said SmartBank President and CEO, Billy Carroll. “Our expansion earlier this year into the Chattanooga market through the merger with Cornerstone Community Bank makes this FSG Bank branch acquisition in Cleveland a great strategic fit.”

According to Atlantic Capital’s President and Chief Operating Officer, Michael Kramer, “SmartBank brings a great understanding and knowledge of the East Tennessee community markets to our Cleveland client base.  Our clients have come to expect a ‘hands-on, high touch’ approach, and we are confident that SmartBank will deliver that same level of service to the market.”

The sale and acquisition of this branch will steer both Atlantic Capital Bank and SmartBank toward their goals of becoming banking leaders in the Southeast.

“This transaction will better position Atlantic Capital to continue to focus on our strategic objective of becoming a premier corporate, business and private bank serving metropolitan areas throughout the Southeast”, said Douglas Williams, Chief Executive Officer of Atlantic Capital.

SmartFinancial Chairman Miller Welborn added, “Seizing smart growth opportunities like this will help get us one step closer to becoming the Southeast’s next, great community banking franchise.”

The acquisition, which is subject to customary closing conditions, including the receipt of all necessary regulatory approvals, is expected to be completed in the first quarter of 2017.

Advisors in Transaction

Troutman Sanders LLP provided legal counsel to Atlantic Capital Bank. Butler Snow LLP provided legal counsel to SmartBank.

About SmartFinancial, Inc.

SmartFinancial, Inc., with assets of $1.0 billion, is a publicly-traded bank holding company for SmartBank, based in Knoxville, Tennessee. SmartBank is a full-service commercial bank founded in 2007, with twelve branches and three loan production offices spanning East Tennessee and the Florida Panhandle. Recruiting the best people, delivering exceptional client service, strategic branching and a disciplined approach to lending have contributed to SmartBank’s success. More information about SmartFinancial can be found on its website: www.smartbank.com.

About Atlantic Capital Bancshares, Inc.

Atlantic Capital Bancshares, Inc., with assets of $2.8 billion, is a publicly-traded bank holding company headquartered in Atlanta, Georgia with corporate offices in Chattanooga and Knoxville, Tennessee. Operating under the “Atlantic Capital” brand in Atlanta and “FSG Bank” brand in East Tennessee and Northwest Georgia, the company provides lending, treasury management and capital markets services to small and mid-sized businesses. The company’s banking offices also provide mortgage, trust and other banking services to private and individual clients.

SmartFinancial, Inc. Media Contact        
C. Bryan Johnson

Executive Vice President

Chief Financial OfficerEmail: bryan.johnson@smartbank.com

Phone: 865.437.5706

SmartBank Media Contact        
Kelley Fowler

Senior Vice President

Public Relations/MarketingEmail: Kelley.fowler@smartbank.com

Phone: 865.868.0611 

Atlantic Capital Bancshares, Inc. Contact

Anita Hill

Executive Vice President

Corporate Communications

Email: anita.hill@atlcapbank.com

Phone: 404.995.6050

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