Pinnacle Financial Partners, Inc. (NASDAQ/NGS: PNFP)
(“Pinnacle”) today announced that it has priced its underwritten
public offering of 2,800,000 shares of its common stock at a price
of $62.50 per share for aggregate gross proceeds of $175
million.
Pinnacle intends to use the net proceeds from the offering to:
pay related fees and expenses; provide capital support for the
growth of Pinnacle Bank, Pinnacle’s banking subsidiary, including
in connection with Pinnacle’s previously announced proposed
acquisition of BNC Bancorp (“BNC”), the holding company and parent
of Bank of North Carolina, if it should occur; and for other
general corporate purposes. In connection with the offering,
Pinnacle has granted the underwriters a 30-day option to purchase
up to an additional 420,000 shares of its common stock.
J.P. Morgan is acting as sole underwriter for the offering. The
offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission
(“SEC”). The offering will be made only by means of a prospectus
supplement and the accompanying base prospectus, copies of which
may be obtained by contacting J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewater,
NY 11717, or telephone: 866-803-9204. These documents will also be
filed with the SEC and will be available at the SEC’s website at
http://www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain of the statements in this release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, which we refer to as the Exchange Act. The words
“expect,” “anticipate,” “goal,” “objective,” “intend,” “plan,”
“believe,” “should,” “seek,” “estimate” and similar expressions are
intended to identify such forward-looking statements, but other
statements not based on historical information may also be
considered forward-looking. All forward-looking statements are
subject to risks, uncertainties and other factors that may cause
our actual results, performance or achievements to differ
materially from any results expressed or implied by such
forward-looking statements. These statements should be considered
subject to various risks and uncertainties, and are made based upon
management’s belief as well as assumptions made by, and information
currently available to, management pursuant to “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995.
Such risks include, without limitation: deterioration in the
financial condition of borrowers resulting in significant increases
in loan losses and provisions for those losses; continuation of the
historically low short-term interest rate environment; the
inability of Pinnacle, or entities in which it has significant
investments, like Bankers Healthcare Group, LLC (“BHG”), to
maintain the historical growth rate of its, or those entities’,
loan portfolio; changes in loan underwriting, credit review or loss
reserve policies associated with economic conditions, examination
conclusions, or regulatory developments; effectiveness of
Pinnacle’s asset management activities in improving, resolving or
liquidating lower-quality assets; increased competition with other
financial institutions; greater than anticipated adverse conditions
in the national or local economies including the
Nashville-Davidson-Murfreesboro-Franklin Metropolitan Statistical
Area, or MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the
Memphis, TN-MS-AR MSA, particularly in commercial and residential
real estate markets; rapid fluctuations or unanticipated changes in
interest rates on loans or deposits; the results of regulatory
examinations; the ability to retain large, uninsured deposits; a
merger or acquisition like the proposed merger with BNC; risks of
expansion into new geographic or product markets, like the proposed
expansion into certain MSAs in the states of North Carolina, South
Carolina and Virginia in connection with the proposed BNC merger;
any matter that would cause Pinnacle to conclude that there was
impairment of any asset, including intangible assets; reduced
ability to attract additional financial advisors (or failure of
those advisors to cause their clients to switch to Pinnacle Bank),
to retain financial advisors or otherwise to attract customers from
other financial institutions; further deterioration in the
valuation of other real estate owned and increased expenses
associated therewith; inability to comply with regulatory capital
requirements, including those resulting from changes to capital
calculation methodologies and required capital maintenance levels;
risks associated with litigation, including the applicability of
insurance coverage; the risk that the cost savings and any revenue
synergies from the proposed BNC merger and Pinnacle’s recently
completed mergers may not be realized or take longer than
anticipated to be realized; disruption from the proposed BNC merger
with customers, suppliers or employee or other business partners
relationships; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with BNC; the risk of successful integration of BNC’s
business and the businesses Pinnacle recently acquired with
Pinnacle Bank’s business; the failure to obtain the necessary
approvals from BNC’s or Pinnacle’s shareholders in connection with
the BNC merger; the amount of the costs, fees, expenses and charges
related to the BNC merger; the ability to obtain required
government approvals of the proposed terms of the BNC merger;
reputational risk and the risk of adverse reaction of our, Pinnacle
Bank’s, BNC’s and BNC Bank’s customers suppliers, employees or
other business partners to the proposed BNC merger; the failure of
the closing conditions of the BNC merger to be satisfied and any
unexpected delay in closing the BNC merger; the risk that the
integration of our and BNC’s operations and the operations of the
companies Pinnacle recently acquired with Pinnacle Bank’s
operations will be materially delayed or will be more costly or
difficult than expected; the possibility that the BNC merger may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; the dilution caused by the
issuance of additional shares of Pinnacle’s common stock in the BNC
merger or related to the BNC merger; general competitive, economic,
political and market conditions; approval of the declaration of any
dividend by Pinnacle’s board of directors; the vulnerability of
Pinnacle Bank’s network and online banking portals to unauthorized
access, computer viruses, phishing schemes, spam attacks, human
error, natural disasters, power loss and other security breaches;
the possibility of increased compliance costs or modifications to
Pinnacle’s business plan or the business plan of entities in which
Pinnacle or Pinnacle Bank has made an investment as a result of
increased regulatory oversight, including oversight of companies in
which Pinnacle or Pinnacle Bank has significant investments, and
the development of additional banking products for Pinnacle Bank’s
corporate and consumer clients; the risks associated with Pinnacle
and Pinnacle Bank being a minority investor in BHG, including the
risk that the owners of a majority of the membership interests in
BHG decide to sell the company if not prohibited from doing so by
the terms of Pinnacle’s and Pinnacle Bank’s agreement with them;
the possibility that the incremental cost and/or decreased revenues
associated with exceeding $10 billion in assets will exceed current
estimates; and changes in state and federal legislation,
regulations or policies applicable to banks and other financial
service providers (like BHG), including regulatory or legislative
developments. A more detailed description of these and other risks
is contained under “Risk Factors” in Part I, Item 1A of Pinnacle’s
Annual Report for the year ended December 31, 2015 (filed with the
SEC on February 29, 2016) and under “Risk Factors” in Part II, Item
1A of Pinnacle’s Quarterly Report on Form 10-Q for the period ended
September 30, 2016 (filed with the SEC on November 4, 2016) and
elsewhere in documents Pinnacle has filed or will file with the
SEC, as well as other factors that its management has not yet
identified. Many of such factors are beyond Pinnacle’s ability to
control or predict, and readers are cautioned not to put undue
reliance on such forward-looking statements. Pinnacle disclaims any
obligation to update or revise any forward-looking statements
contained in this release, whether as a result of new information,
future events or otherwise.
About Pinnacle
Pinnacle Financial Partners provides a full range of banking,
investment, trust, mortgage and insurance products and services
designed for businesses and their owners and individuals interested
in a comprehensive relationship with their financial institution.
Pinnacle’s focus begins in recruiting top financial professionals.
The American Banker recognized Pinnacle as one of the best banks to
work for in the country again in 2016.
The firm began operations in a single downtown Nashville
location in October 2000. As the second-largest bank holding
company headquartered in Tennessee, Pinnacle operates in the
state’s four largest markets, Nashville, Memphis, Knoxville and
Chattanooga, as well as several surrounding counties.
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version on businesswire.com: http://www.businesswire.com/news/home/20170123006204/en/
Pinnacle Financial Partners, Inc.Media Contact:Joe Bass,
615-743-8219orFinancial Contact:Harold Carpenter,
615-744-3742
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