CapitalMark Bank & Trust Shareholders Approve Combination With Pinnacle Bank

Shareholders of CapitalMark Bank & Trust (“CapitalMark”) yesterday voted overwhelmingly in favor of the proposed merger of CapitalMark with Pinnacle Bank, a wholly owned subsidiary of Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”).

Subject to the satisfaction of the remaining closing conditions contained in the merger agreement, the transaction is expected to close on July 31, 2015. At that time Pinnacle will have total assets of more than $7.5 billion and operate 37 offices in 12 counties, including three high-growth counties new to the Pinnacle footprint.

“Our strategy has been to grow rapidly while operating in all of Tennessee’s four urban markets, so this is a significant milestone for all of us at Pinnacle,” said M. Terry Turner, Pinnacle’s president and chief executive officer. “CapitalMark has built a very successful franchise in Chattanooga and the surrounding areas, and we are excited to continue that momentum as one firm.”

Pinnacle anticipates CapitalMark will begin using the Pinnacle name in March 2016 when the operations of the companies are combined. In the interim, clients should continue to bank with CapitalMark as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the companies combine their operations.

“Like CapitalMark, Pinnacle performs at an incredibly high level and delivers distinctive service that businesses and their owners truly appreciate,” said R. Craig Holley, chairman, president and chief executive officer of CapitalMark. “By joining forces, we will be able to accomplish more, grow more efficiently and realize more value for our shareholders.”

When the operations of the two institutions are combined, Pinnacle’s existing clients will gain the convenience of another three locations in Chattanooga, Oak Ridge and Cleveland, TN. CapitalMark clients will have available to them a wider array of services, including expanded wealth management capabilities and treasury management services. 

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 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. At June 30, 2015, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and five offices in Knoxville. The firm expanded to West Tennessee in April 2015 with a loan-production office in Memphis. Additionally, 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.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

About CapitalMark

CapitalMark Bank & Trust is a full-service commercial bank with four private client offices in Chattanooga, Cleveland, Knoxville and Oak Ridge. CapitalMark’s Banker Teams serve the needs of privately owned businesses, their owners and managers, as well as professionals, executives and their families. Services offered include mortgage, trust and wealth management. For more information, please visit: capitalmark.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 proposed 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 occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with CapitalMark, (4) the risk of successful integration of CapitalMark’s businesses with Pinnacle’s business, (5) the amount of the costs, fees, expenses and charges related to the merger, (6) reputational risk and the reaction of the parties’ customers to the proposed merger, (7) the failure of the closing conditions to be satisfied, (8) 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, (9) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (10) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (11) 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.

 

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