SmartFinancial And Cornerstone Bancshares Announce Merger Completion

  • Wednesday, September 2, 2015
From left, Bill Carroll, Miller Welborn and Billy Carroll
From left, Bill Carroll, Miller Welborn and Billy Carroll

SmartFinancial, Inc., parent company of SmartBank, and Cornerstone Bancshares, Inc., parent company of Cornerstone Community Bank, announced the closing of the merger of their two holding companies, with the combined company to carry the name of “SmartFinancial, Inc.”  

The company also intends to change the trading symbol of its common stock to “SMBK” (OTCBB: SMBK) from “CSBQ” (OTCBB: CSBQ), and has relocated its corporate headquarters to Knoxville.  The company has filed an application to list its common stock on the Nasdaq Capital Market under the symbol “SMBK.”

On a pro forma combined basis, based on financial results as of June 30, SmartFinancial had approximately $980 million in total assets, with 12 full-service branch locations in the East Tennessee and the Florida Panhandle markets. The company plans to merge SmartBank and Cornerstone Community Bank in 2016, after which time the combined bank is expected to be the twelfth largest bank chartered in Tennessee. 

"After months of diligent planning and preparation, it gives me great pleasure to announce the completion of this merger,” said SmartFinancial’s President and CEO Billy Carroll.  “This is a true merger of equals which will allow us to retain our existing talented team, build on our combined strengths, shared values and culture while operating more efficiently for the benefit of all stakeholders.” 

“We are excited about where we’re heading with this unique partnership,” said Chairman Miller Welborn, who will be based at Cornerstone Community Bank’s main office, located in the heart of Chattanooga’s “Innovation District” downtown. “As we transform into a more dynamic and innovative bank, we will be better positioned to grow with our strong Southeastern markets,” he said. “As we redefine banking for the future, we will always remain a community bank, with a heart and soul centered on relationships, people and the communities we serve.”  

Under the terms of the merger agreement and a concurrent four-to-one reverse stock split of CSBQ stock, each outstanding share of common stock held by legacy SmartFinancial shareholders will be converted into 1.05 shares of the surviving company’s common stock.  The surviving company’s board includes the current seven members of the legacy SmartFinancial board and four legacy members of the previous Cornerstone Bancshares board, under the following leadership structure: Miller Welborn, chairman; Bill Carroll, vice-chairman; and Billy Carroll, president and chief executive officer. 

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