BNC Bancorp (NASDAQ:BNCN) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

On June16, 2017, to the Agreement and Plan of Merger, dated as of
January22, 2017 (the Merger Agreement), by and among Pinnacle
Financial Partners, Inc. (Pinnacle), BNC Bancorp (BNC) and Blue
Merger Sub, Inc., a direct, wholly owned subsidiary of Pinnacle
(Merger Sub), Merger Sub merged with and into BNC (the Merger),
with BNC surviving the Merger (the Surviving Company).
Immediately following the Merger and as a part of a single
integrated transaction, Pinnacle caused the Surviving Company to
be merged with and into Pinnacle (the Second Step Merger and
together with the Merger, the Mergers), with Pinnacle as the
surviving entity. Immediately following the Second Step Merger,
Bank of North Carolina, a North Carolina state bank and a wholly
owned subsidiary of BNC, merged with and into Pinnacle Bank, a
Tennessee state bank and a wholly owned subsidiary of Pinnacle
(the Bank Merger).

to the terms and conditions set forth in the Merger Agreement, at
the effective time of the Merger (the Effective Time),
outstanding shares of common stock, no par value, of BNC (BNC
Common Stock), together with shares of restricted stock issued
prior to December 31, 2016, were converted into the right to
receive 0.5235 shares (the Exchange Ratio) of Pinnacles common
stock, $1.00 par value per share (Pinnacle Common Stock), with
cash paid in lieu of issuing fractional shares of Pinnacle Common
Stock. As a result of the Merger, Pinnacle will deliver
approximately 27.6million shares of Pinnacle Common Stock to
former holders of BNC common stock. At the Effective Time, each
outstanding option to purchase shares of BNC Common Stock that
was not vested was accelerated and each option that was not
exercised was cancelled and the holders of any such options will
receive an amount in cash equal to the product of (x)the excess,
if any, of the average closing prices of Pinnacle Common Stock
for the ten (10)trading days ending on the trading day
immediately preceding the closing date of the Merger (adjusted
for the Exchange Ratio), over the exercise price of each such
option and (y)the number of shares of BNC Common Stock subject to
each such option.

In addition, at the Effective Time, each outstanding BNC
restricted stock award granted on or after December31, 2016 was
converted into a restricted stock award relating to shares of
Pinnacle Common Stock, with the same terms and conditions as were
applicable under such award, and relating to the number of shares
of Pinnacle Common Stock, determined by multiplying (i)the number
of shares of BNC Common Stock subject to such BNC restricted
stock award immediately prior to the Effective Time by (ii)the
Exchange Ratio.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Merger Agreement, which is incorporated herein by reference
as Exhibit2.1.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On June15, 2017, BNC notified the NASDAQ Global Select Market
(NASDAQ) that it anticipated that the Merger would be completed
on the morning of June 16, 2017, and requested that NASDAQ
suspend trading of BNC Common Stock on NASDAQ and remove BNC
Common Stock from listing on NASDAQ, in each case, prior to
market open on June16, 2017. BNC has also requested that NASDAQ
file a notification of removal from listing of BNC Common Stock
on Form25 with U.S. Securities and Exchange Commission (the SEC).

Additionally, BNC intends to file with the SEC certifications on
Form 15 under the Securities Exchange Act of 1934 (the Exchange
Act) to request the deregistration of the Companys Common Stock
under Section12 of the Exchange Act and the suspension of BNCs
reporting obligations under Sections13 and 15(d) of the Exchange
Act as promptly as practicable.

The information set forth in Item 2.01 is incorporated by
reference into this Item3.01.

The information set forth in Item2.01 and Item3.01 is
incorporated by reference into this Item3.03.

The information set forth in Item 2.01 is incorporated by
reference into this Item 5.01.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(b) As of the Effective Time, BNCs directors and executive
officers ceased serving in such capacities. Harold R. Carpenter
and Hugh M. Queener, who served as directors of Merger Sub, were
appointed as directors of BNC and served in such capacity for the
minute in time between the consummation of the Merger and the
Second Step Merger. M. Terry Turner, who served as President of
Merger Sub, Hugh M. Queener, who served as Vice President and
Secretary of Merger Sub, and Harold R. Carpenter, who served as
Vice President and Treasurer of Merger Sub, were appointed to the
same executive officer positions in BNC and served in such
capacities for the minute in time between the consummation of the
Merger and the Second Step Merger.

to the Merger Agreement, as of the Effective Time, the Articles
of Incorporation and the Bylaws of Merger Sub became the
organizational documents of BNC. The Articles of Incorporation
and the Bylaws of BNC, effective as of the Effective Time, are
filed as Exhibits3.1 and 3.2 of this Current Report on Form8-K,
respectively, and are incorporated herein by reference.

As of the effective time of the Second Step Merger, the Articles
of Incorporation and the Bylaws of BNC ceased to be in effect by
operation of law and the organizational documents of Pinnacle (as
successor to BNC by operation of law) remained the Amended and
Restated Charter, as amended, and Bylaws of Pinnacle, consistent
with the terms of the Merger Agreement.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX

About BNC Bancorp (NASDAQ:BNCN)

BNC Bancorp is a bank holding company for Bank of North Carolina (BNC or the Bank). BNC is a full service commercial bank principally engaged in the business of attracting deposits from the general public and using those deposits, together with other funding from its lines of credit, to make primarily consumer and commercial loans. It operates through two segments: banking operations and mortgage origination. The primary purpose of the mortgage origination segment is the origination and subsequent sale of residential mortgage loans, while all other banking activities are performed in the banking operations segment. BNC also offers brokerage services, including financial planning, wealth management, private banking and insurance products. The Bank invests in government-sponsored mortgage-backed securities, the United States and government agency securities, municipal and corporate debt securities, and equity securities, among others.