Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) Files An 8-K Financial Statements and Exhibits

Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) Files An 8-K Financial Statements and Exhibits

Story continues below

Item9.01

Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.

Description

23.1* Consent of Cherry Bekaert LLP, independent registered public
accounting firm of BNC Bancorp.
99.1 Unaudited pro forma condensed combined financial statements
of Pinnacle Financial Partners, Inc. for the year ended
December 31, 2016 and as of December 31, 2016, and the notes
related thereto.
* Previously filed.

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, Section27A of the Securities Act and Section21E 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 Bancorp (BNC) of the proposed mergers of
Pinnacle and BNC and Pinnacle Bank and Bank of North Carolina
(the proposed mergers), Pinnacles and BNCs future financial and
operating results (including the anticipated impact of the
proposed mergers 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 proposed mergers may not be realized or take longer than
anticipated to be realized, (2)disruption from the proposed
mergers 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 between Pinnacle and BNC, (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 proposed mergers, (7)reputational risk and
the reaction of the parties customers, suppliers, employees or
other business partners to the proposed

mergers, (8)the failure of the closing conditions to be
satisfied, or any unexpected delay in closing the proposed
mergers, (9)the risk that the integration of Pinnacles and BNCs
operations will be materially delayed or will be more costly or
difficult than expected, (10)the possibility that the proposed
mergers may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, (11)the
dilution caused by Pinnacles issuance of additional shares of its
common stock in the proposed merger with BNC and (12)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 Form 8-K,
or BNCs Annual Report on Form 10-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.

The documents filed by Pinnacle with the SEC may be obtained free
of charge at Pinnacles website at www.pnfp.com, under the heading
About Pinnacle and the subheading Investor Relations, or at the
SECs website at www.sec.gov. These documents may also be obtained
free of charge from Pinnacle by requesting them in writing to
Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite
900, Nashville, Tennessee 37201, Attention: Investor Relations,
or by telephone at (615)744-3700. The documents filed by BNC with
the SEC may be obtained free of charge at BNCs website at
www.bncbanking.com under the Investor Relations section, or at
the SECs website at www.sec.gov. These documents may also be
obtained free of charge from BNC by requesting them in writing to
BNC Bancorp, 3980 Premier Drive, Suite 210, High Point, North
Carolina 27265, Attention: Investor Relations, or by telephone at
(336)869-9200.

In connection with the proposed transaction, Pinnacle has filed a
registration statement on Form S-4 with the SEC which includes a
joint proxy statement of Pinnacle and BNC and a prospectus of
Pinnacle, and each party will file other documents regarding the
proposed transaction with the SEC. Before making any voting or
investment decision, investors and security holders of Pinnacle
and BNC are urged to carefully read the entire registration
statement and the joint proxy statement/prospectus as well as any
amendments or supplements to these documents and any other
relevant documents filed with the SEC, because they will contain
important information about the proposed transaction. A joint
proxy statement/prospectus will be sent to the shareholders of
each institution seeking the required shareholder approvals.
Investors and security holders will be able to obtain the
registration statement and the joint proxy statement/prospectus
free of charge from the SECs website or from Pinnacle or BNC as
described in the paragraphs above.

This document shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.

Participants in the Solicitation

Pinnacle, BNC and certain of their directors and executive
officers may be deemed participants in the solicitation of
proxies from Pinnacles and BNCs shareholders in connection with
the proposed transaction. Information about the directors and
executive officers of Pinnacle and their ownership of

Pinnacle common stock is set forth in the definitive proxy
statement for Pinnacles 2017 annual meeting of shareholders, as
previously filed with the SEC on March9, 2017, and other
documents subsequently filed by Pinnacle with the SEC.
Information about the directors and executive officers of BNC and
their ownership of BNCs common stock is set forth in Amendment
No.1 to BNCs 2016 Annual Report on Form 10-K, as previously filed
with the SEC on March24, 2017, and other documents subsequently
filed by BNC with the SEC. Shareholders may obtain additional
information regarding the interests of such participants by
reading the registration statement and the joint proxy
statement/prospectus. Free copies of these documents may be
obtained as described in the paragraphs above.


Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) Recent Trading Information

Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) closed its last trading session at with 220,486 shares trading hands.

An ad to help with our costs