Pinnacle Announces the Completion of Its Merger with CapitalMark Bank & Trust

NASHVILLE, Tenn.--()--Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) today announced that on July 31, 2015, it completed its previously announced merger with CapitalMark Bank & Trust (“CapitalMark”).

The acquisition, which was first announced on April 7, 2015, was concluded following the receipt of shareholder approval from CapitalMark’s shareholders and receipt of all required regulatory approvals. Based on financial information as of June 30, 2015, on a pro forma basis, the combined company has total assets of $7.6 billion with 37 offices in 12 Tennessee counties.

“We are pleased to announce the completion of the legal merger, uniting two high performing Tennessee banking franchises,” said M. Terry Turner, president and CEO of Pinnacle Financial Partners. “We look forward to our continued participation in the high growth that Chattanooga is enjoying.”

Upon closing, CapitalMark director Charles E. Brock, president and CEO of Launch Tennessee, was appointed to Pinnacle’s board.

“The culmination of this merger is a win for stockholders and clients of both institutions,” said Craig Holley, who will serve as the Chattanooga chairman of the combined firm. “Our strategies are virtually identical and our teams have blended together very well. Both are highly committed to our ongoing success in the Chattanooga market.”

CapitalMark will operate as a division of Pinnacle Bank until March 2016 when both firms anticipate combining their operations. CapitalMark clients should continue to bank with CapitalMark as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the operational conversion in March 2016.

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. Great Place to Work® named Pinnacle one of the best workplaces in the United States on its 2014 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the second best bank to work for in the country.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to approximately $6.5 billion in assets at June 30, 2015. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in Middle Tennessee, Memphis, Knoxville and Chattanooga. Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

Forward-Looking Statements

All statements, other than statements of historical fact included in this release, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "should," "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 of the merger transaction with CapitalMark, Pinnacle’s future financial and operating results (including the anticipated impact of the merger with CapitalMark on Pinnacle’s earnings and tangible book value) and Pinnacle'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 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 merger with CapitalMark may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with CapitalMark with customers, suppliers or employee relationships, (3) the risk of successful integration of CapitalMark’s businesses with Pinnacle’s business, (4) the amount of the costs, fees, expenses and charges related to the merger, (5) reputational risk and the reaction of the parties’ customers to the proposed merger, (6) the risk that the integration of CapitalMark’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (7) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (8) 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 filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle and CapitalMark disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Contacts

For Pinnacle
Investment Community:
Harold Carpenter, 615-744-3742
or
News Media:
Nikki Klemmer, 615-743-6132
http://www.pnfp.com

Contacts

For Pinnacle
Investment Community:
Harold Carpenter, 615-744-3742
or
News Media:
Nikki Klemmer, 615-743-6132
http://www.pnfp.com