Pinnacle Financial Partners, Inc.Files An 8-K Completion of Acquisition or Disposition of Assets

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Pinnacle Financial Partners, Inc.Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

Completion of Acquisition or Disposition of
Assets.

On June 16, 2017, to the Agreement and Plan of Merger, dated as
of January 22, 2017 (the Merger Agreement), by and among Pinnacle
Financial Partners, Inc. (the Company), BNC Bancorp (BNC) and
Blue Merger Sub, Inc., a direct, wholly owned subsidiary of the
Company (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, the Company caused the Surviving Company
to be merged with and into the Company (the Second Step Merger
and together with the Merger, the Mergers), with the Company 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 (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 the Companys common
stock, $1.00 par value per share (Company Common Stock), with
cash paid in lieu of issuing fractional shares of Company Common
Stock. As a result of the Merger, the Company will deliver
approximately 27.6 million shares of Company 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 Company 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 December 31, 2016 was
converted into a restricted stock award (a Replacement Award)
relating to shares of Company Common Stock, with the same terms
and conditions as were applicable under such award, and relating
to the number of shares of Company 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 Exhibit 2.1.


Item2.03.
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

BNC Subordinated Notes

Prior to the consummation of the Mergers, BNC had outstanding
$60.0 million 5.5% Fixed to Floating Rate Subordinated Notes due
October 1, 2024 (the Subordinated Notes). The Subordinated Notes
were originally issued to a Subordinated Indenture, dated as of
September 30, 2014 (the Base Indenture), between BNC and
Wilmington Trust, National Association, as trustee (the Trustee),
as supplemented by the First Supplemental Indenture, dated as of
September 30, 2014 (the First Supplemental Indenture), between
BNC and the Trustee. On June 16, 2017, in connection with the
consummation of the Mergers, the Company assumed BNCs obligations
under the Subordinated Note to that certain Second Supplemental
Indenture, dated as of June 16, 2017 (the Second Supplemental
Indenture), between the Company and the Trustee.

The Subordinated Notes accrue interest at a fixed rate per annum
equal to 5.5% for the first five years. From and including
October 1, 2019 to the maturity date, the interest rate will
reset quarterly to an annual interest rate equal to the
then-current three-month LIBOR plus 359 basis points. Interest on
the Subordinated Notes is payable semi-annually in arrears on
October 1 and April 1 of each year through October 1, 2019, and
thereafter quarterly in arrears on January 1, April 1, July 1 and
October 1 of each year through the maturity date or earlier
redemption date. The Subordinated Notes mature on October 1,
2024.

The Company may, at its option, beginning with the interest
payment date of October 1, 2019, and on any interest payment date
thereafter, redeem the Subordinated Notes, in whole or in part,
at a redemption price equal to 50% of the principal amount of the
Subordinated Notes to be redeemed plus accrued and unpaid
interest to the date of redemption. Any partial redemption will
be made pro rata among all holders of the Subordinated Notes. The
Subordinated Notes are not subject to repayment at the option of
the holders.

The foregoing description of the Base Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture and the
Subordinated Notes are each qualified in their entirety by
reference to the form of Base Indenture, the form of Supplemental
Indenture, the Second Supplemental Indenture and the form of the
Subordinated Notes, copies of which are incorporated herein by
reference and, in the case of the Second Supplemental Indenture,
filed herewith, as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

Valley Subordinated Note

Upon consummation of the Mergers, the Company assumed a junior
subordinated note previously assumed by BNC in connection with
its acquisition of Valley Financial Corporation with an
outstanding balance of $10.6 million at March 31, 2017. The
junior subordinated note bears interest at a variable rate of
30-day LIBOR plus 5.00% per annum, with a floor of 5.50% and a
cap of 9.50%, and has a maturity date of October 15, 2023. The
interest rate for the subordinated note was 5.78% at March 31,
2017.


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

In connection with the consummation of the Merger, upon the
recommendation of the Nominating and Corporate Governance
Committee of the Companys Board of Directors (the Board), the
Board approved the election, effective as of immediately
following the Effective Time, of each of Abney S. Boxley, III,
Richard D. Callicutt II, Thomas R. Sloan and G. Kennedy Thompson,
each a member of BNCs board of directors prior to the
consummation of the Merger, to the Board. The Board appointed Mr.
Boxley to the Nominating and Corporate Governance and Community
Affairs Committees of the Board, Mr. Callicutt to the Executive
and Community Affairs Committees of the Board, Mr. Sloan to the
Audit and Trust Committees of the Board and Mr. Thompson to the
Audit and Human Resources and Compensation Committees of the
Board, in each case effective as of the date of their election to
the Board.

None of Messrs. Boxley, Callicutt, Sloan and Thompson is a party
to any arrangement or understanding with any person to which he
was selected as a member of the Board, except that the election
of Mr. Callicutt was required by the Merger Agreement. None of
Messrs. Boxley, Callicutt, Sloan and Thompson is a party to any
transaction, or series of transactions, with the Company required
to be disclosed to Item 404(a) of Regulation S-K.

Messrs. Boxley, Sloan and Thompson will each receive a grant of
$38,960 worth of shares of restricted Company Common Stock (with
the number of shares based on the closing price of the Company
Common Stock on June 16, 2017) in connection with their election
to the Board, and will be paid a pro rata portion of director
retainer fees from the date of their election to the Board
through February 28, 2018 as well as board and committee meeting
attendance fees, in each case as described in the Companys proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on March 9, 2017. Thereafter, each will be compensated
in accordance with the compensation program applicable to all of
the Companys non-employee directors. Since Mr. Callicutt is an
employee of the Company, he did not receive a grant of shares of
restricted stock in connection with his election to the Board,
and will not receive any compensation for his service on the
Board for so long as he remains an employee of the Company and
Pinnacle Bank.

On June 16, 2017, in connection with the consummation of the
Mergers, the Employment Agreement (the Employment Agreement)
entered into by the Company and Pinnacle Bank, the Companys
wholly owned bank subsidiary, with Mr. Callicutt, who previously
served as the president and chief executive officer of BNC,
became effective. Mr. Callicutt will initially serve, to the
Employment Agreement, as Pinnacle Banks Chairman of the Carolinas
and Virginia.

The Employment Agreement provides for an initial three-year term
that automatically renews for successive one-year terms
thereafter unless terminated in advance of any such renewal by
the Company or Mr. Callicutt. to the terms of the Employment
Agreement, Mr. Callicutt will receive an initial base salary of
$630,000 per year and will be eligible to receive an annual bonus
as determined by the Human Resources and Compensation Committee
of the Board, provided that his target annual bonus opportunity
may not be less than 75% of his base salary.

In settlement of Mr. Callicutts benefits under his employment
agreement with BNC, he has been paid by BNC an initial cash
payment of $1,996,667 prior to the closing of the Mergers and,
upon his termination of employment from the Company and Pinnacle
Bank, the Company and Pinnacle Bank are obligated under the terms
of the Employment Agreement to pay Mr. Callicutt an additional
cash payment of $763,333, which would either be paid in a lump
sum (if the termination of employment occurred within two years
following June 16, 2017) or in ten monthly installments (if the
termination of employment occurred later).

to the terms of the Employment Agreement, if Mr. Callicutts
employment were terminated by the Company without cause (as
defined in the Employment Agreement) or by Mr. Callicutt for
cause (as defined in the Employment Agreement) during the term of
the Employment Agreement (and not within 12 months following a
change in control (as defined in the Employment Agreement) of the
Company), he would be entitled to severance benefits in the form
of (a) base salary continuation for three years following
termination (in the event of termination by the Company without
cause) or two years following termination (in the event of
termination by Mr. Callicutt for cause), (b) reimbursement of
health insurance premiums for himself and his immediate family
for 12 months following termination (in the event of termination
by the Company without cause) or three months following
termination (in the event of termination by Mr. Callicutt for
cause) and (c) vesting of any unvested Replacement Award granted
to Mr. Callicutt.

If Mr. Callicutts employment were terminated by the Company
without cause or by Mr. Callicutt for cause during the term of
the Employment Agreement and within 12 months following a change
in control of the Company, he would be entitled to severance
benefits, in lieu of those described in the immediately preceding
paragraph, in the form of (a) a lump sum severance payment on the
last day of the month following the month of termination equal to
the product of (i) three multiplied by (ii) his base salary and
target annual bonus, (b) health insurance benefits for himself
and his immediate family for three years following termination,
(c) vesting of any unvested Replacement Award granted to Mr.
Callicutt and (d) tax assistance of up to $2,500 annually for
three years following termination.

The Employment Agreement provides that, if the compensation and
benefits payable thereunder would be subject to Section 280G of
the Internal Revenue Code, such amounts would be reduced to the
extent such reduction would put Mr. Callicutt in a better
after-tax position.

The Employment Agreement contains noncompetition and
nonsolicitation of clients or employees covenants that apply for
three years following Mr. Callicutts termination of employment
and incorporates the covenants concerning noncompetition and
nonsolicitation of clients or employees from Mr. Callicutts
employment agreement with BNC, which apply for three years
following his termination of employment.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.

On December 31, 2016, Mr. Callicutt received a grant of 200,000
shares of restricted BNC Common Stock. As discussed above in Item
2.01 of this Current Report on Form 8-K, at the Effective Time,
Mr. Callicutt received a Replacement Award relating to 69,102
shares of Company Common Stock (determined by multiplying (i) the
number of shares of BNC common stock subject to such BNC
restricted stock award by (ii) the Exchange Ratio), which award
has the same terms and conditions as were applicable under the
award for which Mr. Callicutts Replacement Award was issued. Mr.
Callicutts Replacement Award vests in one-third pro rata
increments on October 1 of each of 2017, 2018 and 2019, unless
accelerated in accordance with its terms or the terms of Mr.
Callicutts Employment Agreement.

In addition, in connection with his employment with the Company
and Pinnacle Bank, the Company assumed the Salary Continuation
Agreement dated as of December 12, 2016, between Mr. Callicutt
and Bank of North Carolina (the Salary Continuation Agreement),
and the benefits and obligations thereunder. Mr. Callicutt was
fully vested in his benefit under the Salary Continuation
Agreement upon consummation of the Merger. Under the Salary
Continuation Agreement, upon his attainment of the age of 65, Mr.
Callicutt will receive $325,000 annually, payable in equal
monthly installments. This benefit is payable for life and will
increase by 1.50% annually. The foregoing description of the
Salary Continuation Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the
Salary Continuation Agreement, which is incorporated herein by
reference as Exhibit 10.2.

Upon consummation of the Mergers, the Company assumed and amended
and restated the BNC Bancorp 2013 Omnibus Stock Incentive Plan
(as amended and restated, the Amended and Restated BNC Incentive
Plan), which provides for the grant of stock options, stock
appreciation rights, restricted stock, restricted stock units,
performance units, other stock-based awards or any combination of
those awards. An aggregate of 305,531 shares of Company Common
Stock, after giving effect to the Exchange Ratio, are available
for issuance under the Amended and Restated BNC Incentive Plan,
137,517 of which are initially reserved for issuance in
connection with the Replacement Awards. The foregoing description
of the Amended and Restated BNC Incentive Plan does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Amended and Restated BNC Incentive Plan, a
copy of which is filed herewith as Exhibit 10.3 and is
incorporated herein by reference.


Item9.01
Financial Statements and Exhibits.


(a)
Financial Statements of Business to be Acquired.

Interim unaudited financial statements of BNC as of and for the
three months ended March31, 2017 and March31, 2016 and the notes
related thereto are incorporated herein by reference to BNCs
Quarterly Report on Form 10-Q for the quarter ended March31,
2017, as filed with the Securities and Exchange Commission on
May8, 2017.


(b)
Pro Forma Financial Information.

Unaudited pro forma condensed combined financial statements of
the Company for the year ended December31, 2016, for the quarter
ended March31, 2017 and as of March31, 2017 and the notes related
thereto are filed as Exhibit 99.1 hereto.


(d)
Exhibits.


Exhibit No.


Description

2.1 Agreement and Plan of Merger, dated as of January 22, 2017,
by and among Pinnacle Financial Partners, Inc., BNC Bancorp
and Blue Merger Sub, Inc. (incorporated herein by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on January
23, 2017).*
4.1 Form of Subordinated Indenture, dated as of September 30,
2014, between BNC Bancorp and Wilmington Trust, National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to BNCs Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 26, 2014).
4.2 Form of First Supplemental Indenture, dated as of September
30, 2014, between BNC Bancorp and Wilmington Trust, National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.2 to BNCs Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 26, 2014).
4.3 BNC Bancorp Second Supplemental Indenture, dated as of June
16, 2017, between Pinnacle Financial Partners, Inc. and
Wilmington Trust, National Association, as Trustee.
4.4 Form of Global Note to represent 5.5% Subordinated Notes, due
October 1, 2024, of BNC Bancorp (incorporated herein by
reference to Exhibit 4.3 to BNCs Current Report on Form 8-K
filed with the Securities and Exchange Commission on
September 26, 2014).
10.1 Employment Agreement, effective June 16, 2017, by and among
Pinnacle Financial Partners, Inc., Pinnacle Bank, and Richard
D. Callicutt II.
10.2 Salary Continuation Agreement dated as of December 12, 2016,
between Richard D. Callicutt II and Bank of North Carolina
(incorporated herein by reference to Exhibit 10.1 to BNCs
Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 16, 2017).
10.3 BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive
Plan.
99.1 Unaudited pro forma condensed combined financial statements
of Pinnacle Financial Partners, Inc. for the year ended
December 31, 2016, for the quarter ended March31, 2017 and as
of March31, 2017, and the notes related thereto.


*
The registrant has omitted schedules and similar attachments
to the subject agreement to Item 601(b)(2) of Regulation S-K.
The registrant will furnish a copy of any omitted schedule or
similar attachment to the United States Securities and
Exchange Commission upon request.

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

PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ Harold R. Carpenter
Name: Harold R. Carpenter
Title:


Executive Vice President and


Chief Financial Officer

Date: June16, 2017


EXHIBIT INDEX


Exhibit No.


Description

2.1 Agreement and Plan of Merger, dated as of January 22, 2017,
by and among Pinnacle Financial Partners, Inc., BNC Bancorp
and Blue Merger Sub, Inc. (incorporated herein by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on January
23, 2017).*
4.1 Form of Subordinated Indenture, dated as of September 30,
2014, between BNC Bancorp and Wilmington Trust, National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to BNCs Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 26, 2014).
4.2 Form of First Supplemental Indenture, dated as of September
30, 2014, between BNC Bancorp and Wilmington Trust, National
Association, as Trustee (incorporated herein by reference to
Exhibit 4.2 to BNCs Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 26, 2014).
4.3 BNC Bancorp Second Supplemental Indenture, dated as of June
16, 2017, between Pinnacle Financial Partners, Inc. and
Wilmington Trust, National Association, as Trustee.
4.4 Form of Global Note to represent 5.5% Subordinated Notes, due
October 1, 2024, of BNC Bancorp (incorporated herein by
reference to Exhibit 4.3 to BNCs Current Report on Form 8-K
filed with the Securities and Exchange Commission on
September 26, 2014).
10.1 Employment Agreement, effective June 16, 2017, by and among
Pinnacle Financial Partners, Inc., Pinnacle Bank, and Richard
D. Callicutt II.
10.2 Salary Continuation Agreement dated as of December 12, 2016,
between Richard D. Callicutt II and Bank of North Carolina
(incorporated herein by reference to Exhibit 10.1 to BNCs
Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 16, 2017).
10.3 BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive
Plan.
99.1 Unaudited pro forma condensed combined financial statements
of Pinnacle Financial Partners, Inc. for the year ended
December 31, 2016, for the quarter ended March31, 2017 and as
of March31, 2017, and the notes related thereto.


*
The registrant has omitted schedules and similar attachments
to the subject agreement



PINNACLE FINANCIAL PARTNERS INC Exhibit
EX-4.3 2 d397148dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 BNC BANCORP SECOND SUPPLEMENTAL INDENTURE Dated as of June 16,…
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