Pinnacle Closes Merger with Magna Bank

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) completed its previously announced merger with Magna Bank (“Magna”) today.

The acquisition, which was first announced on April 28, 2015, was concluded following the receipt of shareholder approval from Magna’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 nearly $8.2 billion with 42 offices in 13 Tennessee counties.

“The completion of our legal merger with Magna is an important step in Pinnacle’s geographic expansion to Tennessee’s four urban markets,” said M. Terry Turner, president and CEO of Pinnacle Financial Partners. “Closing this acquisition only four months after the announcement was possible because of the diligent work of our and Magna’s associates, our relationship with regulators and our reputation in the communities we serve.”

Upon closing, Magna director Thomas C. Farnsworth III of Farnsworth Holding Company in Memphis was appointed to Pinnacle’s board.

“Both firms’ shareholders and clients will benefit from this merger,” said Kirk P. Bailey, Magna’s chairman, president and chief executive officer, who will serve as the Memphis chairman of the combined firm. “Our teams have been working together very well, and we are all highly committed to continuing our rapid growth in the Memphis market.”

Magna will operate as a division of Pinnacle Bank until November 2015 when both firms anticipate combining their operations. Magna clients should continue to bank with Magna as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the operational conversion in November 2015.

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 third 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. On July 31, 2015, Pinnacle consummated its merger with CapitalMark Bank & Trust, a Chattanooga-based bank with total assets of $1.05 billion 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 Magna, Pinnacle’s future financial and operating results (including the anticipated impact of the merger with Magna 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 Magna may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with Magna with customers, suppliers or employee relationships, (3) the risk of successful integration of Magna’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 merger, (6) the risk that the integration of Magna’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 disclaims 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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