Carolina Trust BancShares, Inc. (NasdaqCM:CART) entered into an agreement to acquire Clover Community Bankshares, Inc. for $21.6 million on June 14, 2018. As per the consideration, each share of Clover common stock and preferred stock will be exchanged, at the election of each Clover shareholder, for either 2.7181 shares of Carolina Trust common stock or $22 in cash, subject to customary proration procedures that will result in an aggregate 80% stock and 20% cash consideration mix. Upon completion of the transaction, Carolina Trust will own 77.1% stake and Clover Community will own 22.9% stake. Carolina Trust intends to fund the cash portion of the consideration from internal sources. In case of termination, Clover Community Bankshares will pay a termination fees of $0.9 million to Carolina Trust BancShares. Price to tangible book value will be 163.2%, Price to LTM earnings will be 22.3x, Price to LTM adjusted earnings will be 18X and core deposit premium will be 7.8%. Two Directors of Clover Community Bankshares will be invited to join the Carolina Trust Bank's Board of Directors at the closing of the merger, and Carolina Trust has agreed to nominate one of the incoming Directors for election to the Board of Directors of Carolina Trust at its next annual meeting of shareholders. The transaction is subject to regulatory approvals, approval by the shareholders of Carolina Trust and Clover, registration statement effectiveness, listing / approval of news shares on stock exchange, merger must qualify under specific tax code and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. As of November 21, 2018, Federal Deposit Insurance Corporation issued an order to approve the proposed merger. Prior to this, regulatory approvals have been received from the Federal Reserve, the North Carolina Commissioner of Banks, and the South Carolina State Board of Financial Institutions. On December 12, 2018, the transaction has been approved by the shareholders of both companies. The acquisition is expected to be completed during the fourth quarter of 2018. As of December 13, 2018, the transaction is expected to close on January 1, 2019. The transaction is expected to be highly accretive to Carolina Trust's earnings, with a tangible book value earn back period of approximately three years. Bill Wagner and Michael Sumbs of Raymond James & Associates, Inc. is acting as financial advisors and has provided a fairness opinion to Carolina Trust, and Stuart M. Rigot, Todd H. Eveson and Jonathan A. Greene of Wyrick Robbins Yates & Ponton LLP is serving as legal counsel to Carolina Trust. FIG Partners, LLC, is acting as financial advisor and has provided a fairness opinion to Clover, and Ben Barnhill, Lee Kiser, Maurice Holloway, Wendy Parker, Ricky Davis, Benjamin A. Barnhill and Kathy Solley of Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Clover. Regan & Associates, Inc. acted as information agent to Clover Community and will receive a fee for its services not exceeding $0.014 million. Clover agreed to FIG Partners a fairness opinion fee of $0.05 million and a further fee paid on the completion of merger equal to the greater of $0.2 million or 1% of the merger consideration. Carolina Trust agreed to pay Raymond James a fee for its services which equates to 1.4% of implied value out of which Carolina paid $0.15 million as fairness opinion fee. Carolina Trust BancShares, Inc. (NasdaqCM:CART) completed the acquisition of Clover Community Bankshares, Inc. on January 1, 2019. Under the merger agreement Clover Community Bank, has merged with Carolina Trust Bank, the wholly owned banking subsidiary of Carolina Trust.