OLSEN PALMER ADVISES SOUTHERN COMMUNITY BANK IN AGREEMENT TO MERGE WITH SMARTFINANCIAL, INC.

Washington, D.C. – Olsen Palmer is pleased to announce that Southern Community Bank (“SCB”) and its parent company (“TBI”) have agreed to be acquired by SmartFinancial, Inc. (NASDAQ: SMBK), parent of SmartBank, for total transaction consideration of approximately $33.1 million.

Olsen Palmer LLC served as exclusive financial advisor and issued a Fairness Opinion to the parent company of Southern Community Bank.

Under the terms of the merger agreement, each share of TBI common stock will be exchanged for 0.8065 shares of SmartFinancial common stock, equal to $31.8 million based on SmartFinancial’s recent closing price. Additionally, subject to satisfaction of certain conditions, TBI may pay a one-time special cash dividend of up to $0.70 per common share, approximately $1.3 million in the aggregate, immediately prior to closing.

Following the merger, Southern Community CEO Bill Yoder will assume the role of Chief Banking Officer for SmartBank and Clifton Miller will join the SmartFinancial and SmartBank boards of directors.

The transaction, which is subject to TBI shareholder approval and the receipt of all necessary regulatory approvals, is expected to be completed in the 2nd quarter of 2018.

Olsen Palmer has advised on approximately $700 million in total bank M&A transaction value over the past 36 months.

If you have any questions or would like additional information, please feel free to contact 202-627-2043 or colsen@olsenpalmer.com.

Download Transaction Announcement (PDF)

About Olsen Palmer LLC

Olsen || Palmer is an independent, nationally-recognized investment banking firm that exclusively advises financial institutions across Mergers & Acquisitions. By design, advising clients is our only business allowing a truly client-centric approach: nimble, high-touch, and conflict-free.

Specializing in buy-side M&A advisory, sell-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

For more information, please visit www.OlsenPalmer.com.

OLSEN PALMER ADVISES MARYLAND FINANCIAL BANK IN AGREEMENT TO BE ACQUIRED BY MFB ACQUISITION CORPORATION

Washington, D.C. – Olsen Palmer is pleased to announce that Maryland Financial Bank (“MFB”) has agreed to be acquired by MFB Acquisition Corporation (“AC”).

Olsen Palmer LLC served as exclusive financial advisor to Maryland Financial Bank.

Pursuant to the terms of the definitive merger agreement, which has been unanimously approved by the Boards of Directors of both entities, AC will acquire the outstanding shares of MFB common stock in exchange for a cash payment that will be based on MFB’s tangible common equity as of the end of the month before the effective time of the merger, subject to certain adjustments.  Additionally, AC will acquire the outstanding shares of MFB’s preferred stock.

Upon consummation, MFB will be merged with and into AC, with AC surviving the merger.  The surviving entity will be a Maryland-chartered bankers’ bank that will operate under MFB’s name and continue its existing operations while expanding its product and service offerings.

The merger, which is subject to stockholder and regulatory approval, is anticipated to close in the second or third quarter of 2018.

If you have any questions or would like additional information, please contact 202-627-2043 or colsen@olsenpalmer.com.

Download Transaction Announcement (PDF)

About Olsen Palmer LLC

Olsen || Palmer is an independent, nationally-recognized investment banking firm that exclusively advises financial institutions across Mergers & Acquisitions. By design, advising clients is our only business allowing a truly client-centric approach: nimble, high-touch, and conflict-free.

Specializing in buy-side M&A advisory, sell-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

For more information, please visit www.OlsenPalmer.com.

OLSEN PALMER ADVISES MERCHANTS & PLANTERS BANK IN AGREEMENT TO BE ACQUIRED BY F&M BANCSHARES, INC.

Washington, D.C. – Olsen Palmer is pleased to announce that Merchants & Planters Bancshares, Inc. (“MPBI”), parent company of Merchants & Plants Bank, has agreed to be acquired by F&M Bancshares, Inc. (“FMBI”), parent company of Centennial Bank.

Under the terms of the definitive merger agreement, MPBI will merge into FMBI and Merchants and Planters Bank will merge into Centennial Bank.

The merger, which has been approved by both companies’ boards of directors, is expected to close in the fourth quarter of 2017 or the first quarter of 2018.

Upon completion of the transaction, the combined bank will have approximately $457 million in total assets.

Merchants and Planters Bank, founded 1904, operates four full-service community bank offices within one county while Centennial Bank f/k/a Farmers & Merchants Bank, founded 1916, operates eight offices across four counties.

Olsen Palmer LLC served as exclusive financial adviser to Merchants & Planters Bancshares, Inc.

Olsen Palmer, a leading, nationally-ranked investment banking firm, has advised on total bank M&A transaction deal value of approximately $700 million over the past 36 months.

Download Transaction Announcement (PDF)

About Olsen Palmer LLC                                                                          

Olsen || Palmer is an independent investment banking firm that exclusively advises financial institutions across Mergers & Acquisitions.

By design, advising clients is our only business allowing an independent, truly client-centric approach: nimble, high-touch, and conflict-free.

Specializing in buy-side M&A advisory, sell-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

Note: TN advisor ranking based on number of transactions since 2014, according to SNL Financial.

OLSEN PALMER ADVISES MERCHANTS & PLANTERS BANK IN AGREEMENT TO BE ACQUIRED BY F&M BANCSHARES, INC.

Washington, D.C. – Olsen Palmer is pleased to announce that Merchants & Planters Bancshares, Inc. (“MPBI”), parent company of Merchants & Plants Bank, has agreed to be acquired by F&M Bancshares, Inc. (“FMBI”), parent company of Centennial Bank.

Under the terms of the definitive merger agreement, MPBI will merge into FMBI and Merchants and Planters Bank will merge into Centennial Bank.

The merger, which has been approved by both companies’ boards of directors, is expected to close in the fourth quarter of 2017 or the first quarter of 2018.

Upon completion of the transaction, the combined bank will have approximately $457 million in total assets.

Merchants and Planters Bank, founded 1904, operates four full-service community bank offices within one county while Centennial Bank f/k/a Farmers & Merchants Bank, founded 1916, operates eight offices across four counties.

Olsen Palmer LLC served as exclusive financial adviser to Merchants & Planters Bancshares, Inc.

Olsen Palmer, a leading, nationally-ranked investment banking firm, has advised on total bank M&A transaction deal value of approximately $700 million over the past 36 months.

Download Transaction Announcement (PDF)

About Olsen Palmer LLC                                                                          

Olsen || Palmer is an independent investment banking firm that exclusively advises financial institutions across Mergers & Acquisitions.

By design, advising clients is our only business allowing an independent, truly client-centric approach: nimble, high-touch, and conflict-free.

Specializing in buy-side M&A advisory, sell-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

Note: TN advisor ranking based on number of transactions since 2014, according to SNL Financial.

OLSEN PALMER CLIENT CLAYTON BANKS ACQUIRED FOR $330.1 MILLION

Washington, D.C. – Olsen Palmer is pleased to announce that Clayton Bank and American City Bank (collectively “the Clayton Banks”) have been acquired by FirstBank, wholly-owned subsidiary of FB Financial Corporation (“FB”, NASDAQ: FBK), for approximately $330.1 million.

Olsen Palmer LLC served as exclusive financial advisor to Clayton HC, Inc., parent company of the Clayton Banks.

Pursuant to the terms of the deal, as originally agreed to on February 8, 2017 and subsequently adjusted on May 26, 2017, FirstBank acquired the Clayton Banks for consideration comprised of 1,521,200 shares of FB common stock, $184.2 million in cash, a pre-closing special dividend of $79.5 million, a distribution of certain assets of $4.8 million, and a cash distribution of $9.3 million related to the seller’s S-corporation tax liabilities for the period through closing.

The Clayton Banks – 18 branches, total assets of $1.2 billion – were wholly-owned by Clayton HC, Inc. which is 98% owned by Jim Clayton, Chairman and Chief Executive Officer. FirstBank had $3.2 billion in assets and 45 branches across 3 states.

In terms of transaction value, this deal ranks as the #1 largest deal in Tennessee in 15 years and one of the 20 largest bank M&A transactions in the U.S. in 2017, according to SNL Financial.

Olsen Palmer, the #1 bank M&A advisor in Tennessee, has now advised on over $600 million in total completed bank M&A transaction value over the past 36 months.

If you have any questions or would like additional information, please feel free to contact 202-627-2043 or colsen@olsenpalmer.com.

Download Transaction Announcement (PDF)

About Olsen Palmer LLC                                                                          

Olsen || Palmer is an independent investment banking firm that exclusively advises financial institutions across Mergers & Acquisitions.

By design, advising clients is our only business allowing an independent, truly client-centric approach: nimble, high-touch, and conflict-free.

Specializing in buy-side M&A advisory, sell-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

Note: TN advisor ranking based on number of transactions since 2014, according to SNL Financial.