Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) Files An 8-K Other Events

Pinnacle Financial Partners, Inc. (NASDAQ:PNFP) Files An 8-K Other Events

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Item8.01

Other Events.

As previously announced, on January22, 2017, Pinnacle Financial
Partners, Inc. (Pinnacle) entered into an Agreement and Plan of
Merger (the Merger Agreement), with BNC Bancorp, a North Carolina
corporation (BNC), 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 and together with the Merger, the
Mergers), 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.
In connection with the proposed Mergers, the following financial
statements are provided:

Audited financial statements of BNC as of December31, 2016
and December31, 2015 and for each of the years in the
three-year period ended December31, 2016, the notes related
thereto and the report of Cherry Bekaert LLP, independent
registered public accounting firm, dated February27, 2017.
Unaudited pro forma condensed combined financial statements
of Pinnacle for the year ended December31, 2016 and as of
December31, 2016 and the notes related thereto.

The pro forma financial statements give pro forma effect to the
Mergers and the related transactions that have occurred or will
occur in connection with the Mergers, including the sale by
Pinnacle of 3,220,000 shares of its common stock in a public
offering completed on January 27, 2017 that resulted in net
proceeds to Pinnacle of approximately $191.2 million after
deducting underwriting discounts and commissions and estimated
offering expenses payable by Pinnacle. The pro forma financial
statements are derived from the historical financial statements
of Pinnacle and BNC. The pro forma financial statements are
preliminary and reflect a number of assumptions, including, among
others, that the Mergers and the related transactions will be
consummated. There can be no assurance that any of such
transactions will be consummated or that the actual terms of such
transactions will not differ materially from Pinnacles current
expectations.

Item9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business to be Acquired.

Audited financial statements of BNC as of December31, 2016 and
December31, 2015 and for each of the years in the three-year
period ended December31, 2016, the notes related thereto and the
report of Cherry Bekaert LLP, independent registered public
accounting firm, dated February27, 2017, are incorporated herein
by reference to BNCs Annual Report on Form 10-K for the fiscal
year ended December31, 2016, as filed with the Securities and
Exchange Commission (the SEC) on February27, 2017.

(b) Pro Forma Financial Information.

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

(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
December31, 2016 and as of December31, 2016, and the notes
related thereto.

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 of the proposed Mergers, Pinnacles and BNCs
future financial and operating results (including the anticipated
impact of the 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 Mergers may not be realized or take longer than anticipated
to be realized, (2)disruption from the 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,
(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 Mergers, (7)the ability to
obtain required governmental approvals of the proposed Mergers,
(8)reputational risk and the reaction of the parties customers,
suppliers, employees or other business partners to the Mergers,
(9)the failure of the closing conditions to be satisfied, or any
unexpected delay in closing the Mergers, (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 Mergers 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 Mergers 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
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 the 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
preliminary joint proxy statement of Pinnacle and BNC and a
preliminary 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 definitive joint proxy
statement/prospectus, when they become available, 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
definitive 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 filing 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 the definitive proxy
statement for BNCs 2016 annual meeting of shareholders, as
previously filed with the SEC on April6, 2016, 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
definitive joint proxy statement/prospectus when they become
available. 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 167,877 shares trading hands.

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