BNC Bancorp (NASDAQ:BNCN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On January 22, 2017, BNC Bancorp (BNC) entered into an Agreement
and Plan of Merger (the Merger Agreement), with Pinnacle
Financial Partners, Inc. (Pinnacle), a Tennessee corporation, and
Blue Merger Sub, Inc., a North Carolina corporation and a direct,
wholly owned subsidiary of Pinnacle (Merger Sub), to which, on
the terms and subject to the conditions set forth therein, Merger
Sub will merge with and into BNC (the Merger), with BNC surviving
the Merger (the Surviving Company). As soon as reasonably
practicable following the Merger and as a part of a single
integrated transaction, Pinnacle will cause the Surviving Company
to be merged with and into Pinnacle (the Second Step Merger),
with Pinnacle as the surviving entity, on the terms and subject
to the conditions set forth in the Merger Agreement. Immediately
following the Second Step Merger, Bank of North Carolina, a North
Carolina state bank and a wholly owned subsidiary of BNC, will
merge with and into Pinnacle Bank, a Tennessee state bank and a
wholly owned subsidiary of Pinnacle. The Merger Agreement was
unanimously approved and adopted by the board of directors of
Pinnacle and the board of directors of BNC.

Under the terms and subject to the conditions of 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) will be converted into the right to receive
0.5235 shares (the Exchange Ratio) of Pinnacles common stock,
$1.00 per value per share (Pinnacle Common Stock). The Merger
Agreement also includes provisions that address the treatment of
the outstanding equity awards of BNC in the Merger. to the terms
of the Merger Agreement, any outstanding options to purchase
shares of BNC Common Stock that are not vested will be
accelerated prior to, but conditioned on the occurrence of, the
closing of the Merger and all options that are not exercised
prior to the closing shall be cancelled and the holders of any
such options shall receive an amount in cash equal to the product
of (x)the excess, if any, of the average closing prices of
Pinnacles 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.

The Merger Agreement contains customary representations and
warranties from both Pinnacle and BNC, each with respect to its
and its subsidiaries businesses, and each party has agreed to
customary covenants, including, among others, covenants relating
to the conduct of its business during the interim period between
the execution of the Merger Agreement and the Effective Time.
Each party has also agreed to call a meeting of its shareholders
to approve, in the case of BNC, the Merger Agreement and the
transactions contemplated thereby, including the Merger (the BNC
Shareholder Approval), and, in the case of Pinnacle, the issuance
of the shares of Pinnacle Common Stock constituting the
consideration to be received by BNCs shareholders in the Merger
(the Pinnacle Shareholder Approval) and, subject to certain
customary exceptions, for the Board of Directors of each of
Pinnacle and BNC to recommend that its shareholders vote in favor
of such approvals. BNC has also agreed to customary
non-solicitation covenants relating to alternative acquisition
proposals that prohibit BNC from, subject to certain customary
exceptions, soliciting proposals relating to certain alternative
acquisition proposals or entering into discussions or
negotiations or providing confidential information in connection
with certain proposals for an alternative acquisition.
Notwithstanding any alternative acquisition proposals, the Merger
Agreement requires each of BNC and Pinnacle to convene a meeting
of its shareholders and submit the required proposals described
above to its respective shareholders for approval, unless the
Merger Agreement has been terminated.

The completion of the Merger is subject to customary conditions,
including (1)receipt of the Pinnacle Shareholder Approval and the
BNC Shareholder Approval, (2)authorization for listing on the
Nasdaq Global Select Market of the shares of Pinnacle Common
Stock to be issued in the Merger, (3)the

receipt of required regulatory approvals, including the approval
of the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the Tennessee Department of Financial Institutions
and the North Carolina Office of the Commissioner of Banks,
(4)effectiveness of the registration statement on Form S-4 for
the Pinnacle Common Stock to be issued in the Merger, and (5)the
absence of any order, injunction or other legal restraint
preventing the completion of the Merger or making the Merger
illegal. Each partys obligations to complete the Merger is also
subject to certain additional customary conditions, including
(1)subject to certain exceptions, the accuracy of the
representations and warranties of Pinnacle and Merger Sub, in the
case of BNC, and BNC, in the case of Pinnacle, (2)performance in
all material respects by Pinnacle and Merger Sub, in the case of
BNC, and BNC, in the case of Pinnacle, of its obligations under
the Merger Agreement, and (3)receipt by such party of an opinion
from its counsel to the effect that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for both
BNC and Pinnacle and further provides that a termination fee of
$66.0 million will be payable by either BNC or Pinnacle, as
applicable, upon termination of the Merger Agreement under
certain circumstances, including if the other party or its board
of directors withdraws or modifies or qualifies in a manner
adverse to the other party its recommendation that its
shareholders vote in favor of the Merger Agreement and the
transactions contemplated thereby, including the Merger, in the
case of BNCs shareholders, and in favor of the issuance of the
Pinnacle Common Stock issuable in the Merger, in the case of
Pinnacles shareholders.

The Merger Agreement provides that effective at or immediately
following the Effective Time, Pinnacle, Pinnacle Bank and their
respective boards of directors will take all requisite action to
cause the total number of members of their respective boards of
directors as of the Effective Time to be eighteen (18)and elect
Richard D. Callicutt II, BNCs President and Chief Executive
Officer and three additional members of the board of directors of
BNC to the boards of directors of Pinnacle and Pinnacle Bank.

In connection with entering into the Merger Agreement, each of
Pinnacle and BNC entered into shareholder support agreements (the
Support Agreements) with certain shareholders of the other party,
including the respective directors and executive officers of the
other party, in their capacities as shareholders, and, in the
case of Pinnacle, with Aquiline BNC Holdings LLC in its capacity
as a shareholder of BNC. Subject to the terms and conditions
therein, each BNC shareholder who is party to a Support Agreement
has agreed to, among other things, vote in favor of the approval
of the Merger Agreement and the transactions contemplated
thereby, including the Merger, and against alternative
acquisition proposals. Subject to the terms and conditions
therein, each shareholder of Pinnacle who is party to a Support
Agreement has agreed to vote in favor of the issuance of the
shares of Pinnacle Common Stock constituting the consideration to
be received by BNCs shareholders in the Merger. The Support
Agreements also place certain restrictions on the transfer of
shares by the shareholder party thereto until the shareholders of
the applicable company have approved the proposals related to the
Merger on which they are entitled vote. The Support Agreements
terminate upon the earlier of the Effective Time or the
termination of the Merger Agreement in accordance with its terms.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
filed herewith as Exhibit 2.1 and is incorporated herein by
reference. The representations, warranties and covenants of each
party set forth in the Merger Agreement have been made only for
purposes of, and were and are solely for the benefit of the
parties to, the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not

describe the actual state of affairs at the date they were made
or at any other time, and investors should not rely on them as
statements of fact. In addition, such representations and
warranties (1)will not survive consummation of the Merger, unless
otherwise specified therein, and (2)were made only as of the date
of the Merger Agreement or such other date as is specified in the
Merger Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the
date of the Merger Agreement, which subsequent information may or
may not be fully reflected in the parties public disclosures.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other
factual information regarding BNC or Pinnacle, their respective
affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in
conjunction with the other information regarding BNC, Pinnacle,
their respective affiliates or their respective businesses, the
Merger Agreement and the Merger that will be contained in, or
incorporated by reference into, the registration statement on
Form S-4 that will include a joint proxy statement of Pinnacle
and BNC and a prospectus of Pinnacle, as well as in the Forms
10-K, Forms 10-Q, Forms 8-K and other filings that each of
Pinnacle and BNC make with the Securities and Exchange Commission
(SEC).

On January 22, 2017, the Companys Board of Directors amended the
Companys Amended and Restated Bylaws (the Amended Bylaws) to add
Section6 of Article VIII, which requires that certain types of
actions, including certain actions brought against the Company or
its directors or officers, be brought in North Carolina courts.
The foregoing description of the Amended Bylaws is qualified in
its entirety by reference to the full text of the Amended Bylaws,
which is included as Exhibit 3.1 hereto and is incorporated
herein by reference.

On January 22, 2017, Pinnacle and BNC issued a joint press
release announcing their entry into the Merger Agreement. A copy
of the joint press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein. In addition, Pinnacle and BNC
may provide supplemental information regarding the proposed
transaction in connection with presentations to analysts and
investors. A copy of the slides that may be made available in
connection with the presentations is attached hereto as Exhibit
99.2 and incorporated by reference herein.

The information in this Item 7.01, including the exhibits
incorporated herein, shall not be deemed filed for the purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that Section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as
amended (the Securities Act) or the Exchange Act, regardless of
any general incorporation language in such filing.

Forward-Looking Statements

All statements, other than statements of historical fact,
included in this filing, 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, Pinnacles and BNCs
future financial and operating results (including the anticipated
impact of the merger on Pinnacles and BNCs earnings and tangible
book value) and Pinnacles and BNCs 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 merger may not be realized or take
longer than anticipated to be realized, (2)disruption from the
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, (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
merger, (7)the ability to obtain required governmental approvals
of the proposed merger, (8)reputational risk and the reaction of
the parties customers, suppliers, employees or other business
partners to the merger, (9)the failure of the closing conditions
to be satisfied, or any unexpected delay in closing the merger,
(10)the risk that the integration of Pinnacles and BNCs
operations will be materially delayed or will be more costly or
difficult than expected, (11)the possibility that the merger may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (12)the dilution caused
by Pinnacles issuance of additional shares of its common stock in
the merger or related to the merger and (13)general competitive,
economic, political and market conditions. Additional factors
which could affect the forward looking statements can be found in
Pinnacles Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form8-K, or BNCs Annual Report on
Form10-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
SECs 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 Pinnacles and BNCs 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.