Meta Financial Group, Inc. (NasdaqGS:CASH) entered into an agreement to acquire Crestmark Bancorp, Inc. for approximately $300 million on January 9, 2018. Each share of common stock of Crestmark will receive 2.65 shares of common stock of Meta Financial. Each outstanding option to purchase Crestmark common stock will be converted into the right to receive an amount in cash equal to the product of the number of Crestmark option, multiplied by the excess, if any, of the amount equal to 2.65 multiplied by the average closing price per share of Meta Financial over the exercise price of such Crestmark option. Giving effect to the merger, Crestmark’s shareholders would own approximately 25% of the outstanding shares of Meta Financial common stock. Pursuant to the terms of the agreement, Crestmark will merge with and into Meta, and Crestmark Bank will merge with and into MetaBank. Upon the closing of the transaction, Crestmark will operate as a division of MetaBank. In case of termination of the transaction, under specified circumstances, Crestmark may be required to pay the Meta Financial a termination fee of $10 million and Meta Financial may be required to pay Crestmark a termination fee of $10 million. Each of W. David Tull, Crestmark’s Chairman and Chief Executive Officer, and one additional individual, designated jointly by the Meta Financial and Crestmark, will be appointed to the Board of Directors of each of Meta Financial and MetaBank, increasing the total number of directors of the Meta Financial to nine directors. MetaBank entered into an employment agreement with Michael Goik, Crestmark Bank’s current President and Chief Operating Officer, pursuant to which he will serve as Executive Vice President and President of the Crestmark division of MetaBank on closing. The transaction is subject to certain closing conditions including requisite approval of the shareholders of Crestmark and Meta Financial, third party and regulatory approvals, including regulatory approvals from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of Currency and the Office of Banking for the Michigan Department of Insurance and Financial Services, the approval to list the shares of Meta Financial issuable in the transaction on the NASDAQ Global Select Market; effectiveness of the registration statement on Form S-4; adjusted tangible common equity of Crestmark shall be not less than $97 million; a majority of the outstanding number of shares of Meta Financial common stock shall have approved an amendment to Meta Financial’s certificate of incorporation to increase the number of authorized shares of Meta Financial common stock; execution of employment agreement; Meta Financial shall have received from each holder of a Crestmark option a duly executed option cancellation letter; Meta Financial shall have received the resignation of each officer or manager of Crestmark and their respective subsidiaries; Crestmark shall have received an opinion from Dickinson Wright PLLC that the transaction will be treated for federal income tax purposes as reorganization within the meaning of Section 368(a) of the Code, Meta Financial shall have received an opinion from Katten Muchin Rosenman LLP that the transaction will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; Meta Financial shall have received a copy of the 2017 audited financials of Crestmark; Meta Financial shall have received duly adopted resolutions terminating the Crestmark benefit plans and no governmental authority shall have imposed a burdensome condition. The transaction was unanimously approved by the Boards of Directors of each of Meta Financial, MetaBank, Crestmark and Crestmark Bank. In connection with the execution of the agreement, certain of Crestmark’s directors and senior executives and holders of Crestmark common stock, representing an aggregate of approximately 34% of Crestmark common stock, have entered into voting agreements with Meta Financial pursuant to which, each such Crestmark shareholder agreed to vote their shares in favor of the transaction. On May 29, 2018, shareholders of both Meta Financial and Crestmark approved the transaction. On June 28, 2018, all necessary bank regulatory approvals relating to the transaction were received. The transaction is expected to close in the second calendar quarter of 2018. On May 29, 2018 the transaction is expected to close early in July 2018. On June 28, 2018, the transaction is expected to close on August 1, 2018. The transaction is expected to be immediately accretive to Meta Financial's 2018 earnings per share, excluding merger costs, approximately 10% earnings per share accretive for fiscal year 2019 and to have a tangible book value earn back period of approximately 2.2 years. Bob Toma of Raymond James & Associates, Inc. acted as financial advisor and Mara Glaser McCahan of Katten Muchin Rosenman LLP acted as legal advisor to Meta Financial. David C. Sandler and James Burkett of Sandler O’Neill + Partners, L.P. acted as financial advisor and Michael R. Kramer, Bernadette M. Dennehy, John K. Lawrence and Bradley J. Wyatt of Dickinson Wright PLLC acted as legal advisors to Crestmark. Regan & Associates, Inc. acted as the proxy solicitor for Meta Financial and will receive a fee of $0.01 million. Meta Financial will pay Raymond James & Associates a fee of $1.77 million for its services of which $0.025 million has been paid as an initial retainer, $0.3 million for rendering of its opinion and on completion of merger will pay further a fee of $1.45 million. Crestmark will pay Sandler O’Neill + Partners a fee equal to 1.50% of the aggregate purchase price, $0.5 million of which was paid to Sandler O’Neill upon signing of the merger agreement with the remainder contingent upon consummation of the merger and also received a fee of $0.25 million for rendering its opinion.