BIOGRAPHICAL INFORMATION

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3 BIOGRAPHICAL INFORMATION PHILIP K. SMITH. Mr. Smith is the President and a member of the Board of Directors of the Memphis-based law firm of Gerrish McCreary Smith, PC, and its affiliated bank consulting firm, Gerrish McCreary Smith Consultants, LLC. Mr. Smith's legal and consulting practice places special emphasis on bank mergers and acquisitions, financial analysis, acquisition and ownership planning for boards of directors, strategic planning for boards of directors, regulatory matters, bank holding company formations and use, securities law concerns, new bank formations, S corporations, going private transactions, and other matters of importance to banks and financial institutions. He is a frequent speaker to boards of directors and a presenter at numerous banking seminars. He received his undergraduate business degree and Masters of Business Administration degree from the Fogelman School of Business and Economics at The University of Memphis and his law degree from the Cecil C. Humphreys School of Law at The University of Memphis. He is authoring a monthly electronic newsletter, The Chairman s Forum Newsletter, which discusses key topics impacting financial institutions and, specifically, the role of the Chairman. Mr. Smith is a Summa Cum Laude graduate of the Barret School of Banking where he has been a member of the faculty. He has also served as a member of the faculty of the Pacific Coast Banking School, the Colorado Graduate School of Banking, the Southwestern Graduate School of Banking and the Wisconsin Graduate School of Banking. Gerrish McCreary Smith Consultants, LLC and Gerrish McCreary Smith, PC, Attorneys offer consulting, financial advisory and legal services to community banks nationwide in the following areas: strategic planning; mergers and acquisitions, both financial analysis and legal services; dealing with the regulators, particularly involving troubled banks, memoranda of understanding, cease and desist orders, consent orders and compliance; structuring and formation of bank holding companies; capital planning; employee stock ownership plans, leveraged ESOPs, KSOPs and incentive compensation packages; directors and officers liability; new bank formations; S corporation formations; going private transactions; and public and private securities offerings. Gerrish McCreary Smith, PC, Attorneys has been ranked as high as third nationally by number of transactions in bank mergers and acquisitions. GERRISH McCREARY SMITH, PC, ATTORNEYS GERRISH McCREARY SMITH CONSULTANTS, LLC 700 Colonial Road, Suite Colonial Road, Suite 200 Memphis, Tennessee Memphis, Tennessee (901) (901)

4 GERRISH McCREARY SMITH CONSULTANTS, LLC GERRISH McCREARY SMITH, PC, ATTORNEYS CONSULTING FINANCIAL ADVISORY LEGAL Mergers & Acquisitions Analysis of Business and Financial Issues Target Identification and Potential Buyer Evaluation Preparation and Negotiation of Definitive Agreements Preparation of Regulatory Applications Due Diligence Reviews Tax Analysis Securities Law Compliance Leveraged Buyouts Anti-Takeover Planning Going Private Transactions Financial Modeling and Analysis Transaction Pricing Analysis Fairness Opinions Bank and Thrift Holding Company Formations Structure and Formation Ownership and Control Planning New Product and Service Advice Preparation of Regulatory Applications Financial Modeling and Analysis New Bank and Thrift Organizations Organizational and Regulatory Advice Business Plan Creation Preparation of Financial Statement Projections Preparation of the Interagency Charter and Federal Deposit Insurance Application Private Placements and Public Stock Offerings Development of Bank Policies Financial Modeling and Analysis Financial Statement Projections Business and Strategic Plans Ability to Pay Analysis Net Present Value and Internal Rate of Return Analysis Mergers and Acquisitions Analysis Subchapter S Election Analysis Bank Regulatory Guidance and Examination Preparation Preparation of Regulatory Applications Examination Planning and Preparation Regulatory Compliance Matters Charter Conversions Taxation Tax Planning Tax Controversy Negotiation and Advice Alternative Dispute Resolution Arbitration Mediation* * J. Franklin McCreary is a Rule 31-listed Mediator Strategic Planning Retreats Customized Director and Officer Retreats Long-Term Business Planning Assistance and Advice in Implementing Strategic Plans Business and Strategic Plan Preparation and Analysis Director Education Capital Planning and Raising Private Placements and Public Offerings of Securities Bank Stock Loans Capital Plans Subchapter S Conversions and Elections Financial and Tax Analysis and Advice Reorganization Analysis and Restructuring Cash-Out Mergers Stockholders Agreements Financial Modeling and Analysis Problem Banks and Thrifts Issues Examiner Dispute Resolution Negotiation of Memoranda of Understanding and Consent Orders Negotiation and Litigation of Administrative Enforcement Actions Defense of Directors in Failed Bank Litigation Management Evaluations and Plans Failed Institution Acquisitions New Capital Raising and Capital Plans Appeals of Material Supervisory Determinations General Corporate Matters Corporate Governance Planning and Advice Recapitalization and Reorganization Analysis and Implementation Executive Compensation and Employee Benefit Plans Employee Stock Ownership Plans 401(k) Plans Leveraged ESOP Transactions Incentive Compensation and Stock Option Plans Employment Agreements-Golden Parachutes Profit Sharing and Pension Plans Estate Planning for Community Bank Executives Wills, Trusts, and Other Estate Planning Documents Estate Tax Savings Techniques Probate Other Public Speaking Engagements for Banking Industry Groups (i.e., Conventions, Schools, Seminars, and Workshops) Publisher of Books and Newsletters Regarding Banking and Financial Services Issues

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6 Seven Secrets of the New M&A Market Presented By: Philip K. Smith, President Gerrish McCreary Smith, Attorneys and Consultants Independent Community Bankers of America Community Banking Live National Convention March 2, 2015 There is a lot of activity Pricing generally increasing Various reasons for selling More difficult and expensive to get deals done Gerrish McCreary Smith Consultants and Attorneys 1

7 There are no secrets There are mistakes and misunderstandings It s not the way it was Target condition Target price Target expectations Gerrish McCreary Smith Consultants and Attorneys 2

8 If someone accepts loss of control If loss of control produces greater shareholder return If greater shareholder return outweighs ego If M&A is not for everyone Does it meet your strategic plan and risk profile? Do you have the capacity to do it? The alternatives may be better Gerrish McCreary Smith Consultants and Attorneys 3

9 Enhanced due diligence required Anti-competitive analysis Pro forma financial scrutiny Unusual areas: BSA, AML, CRA, Redlining, Fair Lending, UDAAP Change in control payments Other employment contract payments Vested or accelerated options Data processing and conversion fees Professional fees Gerrish McCreary Smith Consultants and Attorneys 4

10 Fiduciary and legal duties Enhancing shareholder value Alternative arrangements or pricing structures You can t hide the unsolicited offer No auction duty, but enhanced scrutiny You can t eliminate all transaction risk Consider cash versus stock Capital doesn t matter debt does Consider the social issues Gerrish McCreary Smith Consultants and Attorneys 5

11 Bad news!: A growing and changing M&A market Good news!: A growing and changing M&A market Future outlook / the next cycle Seven Secrets of the New M&A Market Presented By: Philip K. Smith, President Gerrish McCreary Smith, Attorneys and Consultants Independent Community Bankers of America Community Banking Live National Convention March 2, 2015 Gerrish McCreary Smith Consultants and Attorneys 6

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14 Key Issues for Community Bank Directors Three DVDs for director training available through the ICBA Education Department. Written and produced by Philip Smith of the legal and consulting firm Gerrish McCreary Smith. Tips for Strategic Planning (26 minutes) Strategic planning is as important now as it has ever been. As financial institutions return to a focus on core profitability, move away from a harsher regulatory environment, and begin to set a course for a new day, it is important that a well-directed strategic plan be implemented. This 26 minute DVD will provide you the top ten tips for putting an appropriate plan in place. In addition, Mr. Smith discusses the appropriate strategic planning techniques, the process to conduct strategic planning, and outlines key substantive areas that all boards and management should be considering in adopting and implementing an appropriate strategic plan. The New Merger and Acquisition Market (28 minutes) The previously dormant acquisition market is beginning to show signs of life. This 28 minute DVD outlines current merger and acquisition trends, the focus for community banks in the acquisition environment, the impact of your strategy on acquisition planning, the renewed focus on creating value and measuring your price, the differences in the current climate compared to past merger and acquisition cycles, common mistakes of buyers and sellers, branch opportunities, and other strategies. Compliance for Bank Directors (23 minutes) Compliance is no longer just an issue for the compliance officer. In the new era of regulatory, legal and consumer compliance, the board of directors as well as other management members must be equally involved. This 23 minute DVD outlines practical things the board should focus on from a compliance standpoint, emerging director level compliance issues, outlines the directors job, discusses the impact of Dodd Frank, and also discusses penalties and remediation. Contact the ICBA Education Department for ordering information

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