SmartFinancial Inc. CEO William Carroll Jr. and Progressive Financial Group Inc. CEO Ottis Phillips met at a conference in May, during which they discussed SmartFinancial's strategic priorities and interest in acquisitions.
Based on that meeting, Christopher Olsen of Olsen Palmer LLC suggested to Phillips that a meeting be held with the management of SmartFinancial to discuss a potential combination. That meeting took place in June, and on Aug. 20, SmartFinancial submitted a written presentation to Olsen and Phillips, setting forth an offer valuing Progressive Financial at between $40 million and $41 million, with Progressive Financial shareholders receiving 30% in cash and 70% in SmartFinancial common stock.
SmartFinancial was asked to revise the terms of the proposed offer, including increasing the purchase price and the percentage of cash consideration, and making such an offer on a more formal basis in the form of a nonbinding indication of interest.
On Aug. 29, SmartFinancial submitted a nonbinding indication of interest, the terms of which included SmartFinancial valuing Progressive Financial at between $41.4 million and $42.0 million, with Progressive Financial shareholders receiving 35% of the consideration in cash and 65% in SmartFinancial common stock pursuant to a fixed exchange ratio.
Phillips formally accepted the nonbinding indication of interest Sept. 10. A draft merger agreement was presented Oct. 11, and the specific pricing terms were added to the draft Oct. 18, reflecting SmartFinancial's submission of a further-revised indication of interest.
The deal was announced Oct. 29.