Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
(“Pinnacle”) and BNC Bancorp (Nasdaq/NGS: BNCN) (“BNC”) announced
today that Pinnacle has received approvals of its applications to
merge with BNC from the Federal Reserve Bank of Atlanta, the
Tennessee Department of Financial Institutions (“TDFI”) and the
North Carolina Office of the Commissioner of Banks (“NCCOB”). Each
of the TDFI, NCCOB and the Federal Deposit Insurance Corporation
(“FDIC”) has also approved the proposed merger of Pinnacle Bank and
Bank of North Carolina. Accordingly, all banking regulatory
approvals required for consummation of the proposed mergers have
been received.
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Subject to approval by Pinnacle’s and BNC’s shareholders, as
well as satisfaction of other closing conditions, Pinnacle
anticipates that the merger of the holding companies and banks
should become effective late in the second quarter of 2017 or early
in the third quarter of 2017. BNC’s bank subsidiary, Bank of North
Carolina, and Pinnacle Bank are expected to merge immediately
following the merger of the respective parent companies.
“We are very happy with the progress that’s been made so far in
closing this transaction, and we look forward to taking the final
steps to joining forces,” said Terry Turner, Pinnacle’s president
and CEO. “BNC has so much to contribute, and with both teams fully
integrated into one company, we believe our combined efforts will
make us one of the premier financial services firms in the
Southeast.”
Once the transaction is consummated, Pinnacle will cover a
four-state footprint with presence in 12 of the largest urban
markets in the Southeast. New markets will include Charlotte,
Raleigh, Winston-Salem and Greensboro in North Carolina;
Greenville-Spartanburg and Charleston in South Carolina; and
Roanoke in Virginia. On a pro-forma basis, Pinnacle is expected to
be a top 50 public U.S. banking franchise by assets, with over $20
billion in assets, over $14 billion in loans and over $15 billion
in deposits. Pinnacle will operate the Carolinas and Virginia
regions out of BNC’s existing corporate headquarters in High Point,
North Carolina.
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.
The firm earned a place on Fortune’s 2017 list of the 100 Best
Companies to Work For in the U.S., and American Banker recognized
Pinnacle as the sixth-best bank to work for in 2016.
The firm began operations in a single downtown Nashville
location in October 2000 and has since grown to approximately $11.2
billion in assets as of December 31, 2016. 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.
Additional information concerning Pinnacle, which is included in
the NASDAQ Financial-100 Index, can be accessed
at www.pnfp.com.
About BNC
Headquartered in High Point, North Carolina, BNC Bancorp is the
parent company of Bank of North Carolina, a commercial bank with
total assets of $7.4 billion as of December 31, 2016. Bank of North
Carolina provides a complete line of banking and financial services
to individuals and businesses through its 76 current banking
offices in Virginia, North and South Carolina. The Bank's 26
locations in South Carolina and nine locations in Virginia operate
as BNC Bank. Bank of North Carolina is insured by the FDIC and is
an equal housing lender. BNC Bancorp's stock is traded and quoted
in the Nasdaq Capital Market under the symbol "BNCN." The Company's
website is www.bncbanking.com.
Forward-Looking Statements
All statements, other than statements of historical fact,
included in this press release, are 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
Exchange Act. The words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “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 including statements about the benefits to Pinnacle
and BNC of the proposed merger of Pinnacle and BNC, Pinnacle’s and
BNC’s future financial and operating results (including the
anticipated impact of the proposed merger of Pinnacle and BNC on
Pinnacle’s and BNC’s earnings and tangible book value) and
Pinnacle’s and BNC’s plans, objectives and intentions. All
forward-looking statements are subject to risks, uncertainties and
other facts that may cause the actual results, performance or
achievements of Pinnacle and BNC to differ materially from any
results expressed or implied by such forward-looking statements.
Such factors include, among others, (1) the risk that the cost
savings and any revenue synergies from the proposed merger of
Pinnacle and BNC may not be realized or take longer than
anticipated to be realized, (2) disruption from the proposed merger
with customers, suppliers, employee or other business partners
relationships, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement between Pinnacle and BNC, (4) the risk of successful
integration of the two companies’ businesses, (5) the failure to
obtain the necessary approvals by Pinnacle and BNC shareholders,
(6) the amount of the costs, fees, expenses and charges related to
the proposed merger, (7) reputational risk and the reaction of the
parties’ customers, suppliers, employees or other business partners
to the proposed merger, (8) the failure of the closing conditions
to be satisfied, or any unexpected delay in closing the proposed
merger, (9) the risk that the integration of Pinnacle’s and BNC’s
operations will be materially delayed or will be more costly or
difficult than expected, (10) the possibility that proposed merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (11) the dilution caused by
Pinnacle’s issuance of additional shares of its common stock in the
proposed merger and (12) general competitive, economic, political
and market conditions. Additional factors which could affect the
forward looking statements can be found in Pinnacle’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, or BNC’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, in each case filed
with the SEC and available on the SEC’s website at
http://www.sec.gov. Pinnacle and BNC disclaim any obligation to
update or revise any forward-looking statements contained in this
filing, which speak only as of the date hereof, whether as a result
of new information, future events or otherwise.
Additional Information About the Proposed Transaction and
Where to Find It
Investors and security holders are urged to carefully review and
consider each of Pinnacle’s and BNC’s public filings with the SEC,
including but not limited to their Annual Reports on Form 10-K,
their proxy statements, their Current Reports on Form 8-K and their
Quarterly Reports on Form 10-Q.
The documents filed by Pinnacle with the SEC may be obtained
free of charge at Pinnacle’s website at www.pnfp.com, under the
heading “About Pinnacle” and the subheading “Investor Relations,”
or at the SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from Pinnacle by requesting them in writing
to Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite
900, Nashville, Tennessee 37201, Attention: Investor Relations, or
by telephone at (615) 744-3700.
The documents filed by BNC with the SEC may be obtained free of
charge at BNC’s website at www.bncbanking.com under the “Investor
Relations” section, or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from BNC by
requesting them in writing to BNC Bancorp, 3980 Premier Drive,
Suite 210, High Point, North Carolina 27265, Attention: Investor
Relations, or by telephone at (336) 869-9200.
In connection with the proposed transaction, Pinnacle has filed
a registration statement on Form S-4 with the SEC which includes a
preliminary joint proxy statement of Pinnacle and BNC and a
preliminary prospectus of Pinnacle, and each party will file other
documents regarding the proposed transaction with the SEC. Before
making any voting or investment decision, investors and security
holders of Pinnacle and BNC are urged to carefully read the entire
registration statement and the definitive joint proxy
statement/prospectus, when they become available, as well as any
amendments or supplements to these documents and any other relevant
documents filed with the SEC, because they will contain important
information about the proposed transaction. A definitive joint
proxy statement/prospectus will be sent to the shareholders of each
institution seeking the required shareholder approvals. Investors
and security holders will be able to obtain the registration
statement and the joint proxy statement/prospectus free of charge
from the SEC’s website or from Pinnacle or BNC as described in the
paragraphs above.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Pinnacle, BNC and certain of their directors and executive
officers may be deemed participants in the solicitation of proxies
from Pinnacle’s and BNC’s shareholders in connection with the
proposed transaction. Information about the directors and executive
officers of Pinnacle and their ownership of Pinnacle common stock
is set forth in the definitive proxy statement for Pinnacle’s 2017
annual meeting of shareholders, as previously filed with the SEC on
March 9, 2017, and other documents subsequently filed by Pinnacle
with the SEC. Information about the directors and executive
officers of BNC and their ownership of BNC’s common stock is set
forth in Amendment No. 1 to BNC’s 2016 Annual Report on Form 10-K,
as previously filed with the SEC on March 24, 2017, and other
documents subsequently filed by BNC with the SEC. Shareholders may
obtain additional information regarding the interests of such
participants by reading the registration statement and the
definitive joint proxy statement/prospectus. Free copies of these
documents may be obtained as described in the paragraphs above.
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version on businesswire.com: http://www.businesswire.com/news/home/20170406006296/en/
Pinnacle Financial Partners, Inc.Harold Carpenter,
615-744-3742(investment community)orJoe Bass, 615-743-8219(news
media)orBNC BancorpDavid Spencer, 336-476-9200(investment
community)orBobby Huckabee, 336-210-6019(news media)
Bnc Bancorp (NASDAQ:BNCN)
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