Creates the Premier High Performing Banking Franchise in the
Southeast
Significant EPS Accretion Anticipated in 2018; Accretive to TBV
Webcast: 9 a.m. CST / 10 a.m. EST
January 23, 2017
Presentation
and streaming audio: http://www.pnfp.com
Audio
only: 1-877-602-7944
Company Website:
http://www.pnfp.com
NASHVILLE, Tenn. & HIGH POINT, N.C. -- (Business Wire)
Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”), the
holding company and parent of Pinnacle Bank, and BNC Bancorp
(Nasdaq/NGS: BNCN) (“BNC”), the holding company and parent of Bank of
North Carolina, today jointly announced the signing of a definitive
agreement pursuant to which BNC will merge with and into Pinnacle in an
all-stock transaction. Upon completion of the merger, Pinnacle will
merge Bank of North Carolina with and into Pinnacle Bank.
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The merger will create a four state footprint concentrated in 12 of the
largest urban markets in the Southeast, adding significant presence in
Charlotte, Raleigh, Greensboro, Winston-Salem, Greenville-Spartanburg,
and Charleston to Pinnacle’s Tennessee franchise. On a pro forma basis,
Pinnacle is expected to be a top 50 public U.S. banking franchise by
assets, with $20 billion in assets, $14 billion in loans and $15 billion
in deposits. Pinnacle will operate the Carolinas and Virginia region out
of BNC’s existing corporate headquarters in High Point, North Carolina.
Richard D. “Rick” Callicutt II, BNC’s President and Chief Executive
Officer, will be named Chairman of the Carolinas and Virginia region
once the acquisition is consummated and will join Pinnacle’s board along
with three other BNC directors. David B. Spencer, BNC’s Senior Executive
Vice President and Chief Financial Officer, will be named Executive Vice
President supporting Mr. Callicutt in growing the firm’s presence in the
Carolinas and Virginia and working in the combined company’s treasury
and corporate finance areas.
“BNC represents the single best platform to expand our presence in
urban, high-growth metropolitan markets,” Pinnacle President and CEO M.
Terry Turner said. “This merger is consistent with Pinnacle’s strategy
to become the dominant bank in southeastern commercial banking. BNC’s
success can be attributed to its experienced financial services
professionals and the culture they have created. I have admired Rick’s
leadership and the significant growth he and the entire BNC team have
achieved. I am very excited that we will be on the same team.”
Under the terms of the merger agreement, BNC shareholders will receive
0.5235 shares of Pinnacle common stock for every BNC share. All
fractional shares will be cashed out as of the closing. Additionally,
BNC’s outstanding stock options will be fully vested upon consummation
of the merger, and all outstanding BNC options that are unexercised
prior to the closing will be cashed out based on Pinnacle’s ten (10)
trading-day average closing price ending on the trading day immediately
preceding the closing date. Based on Pinnacle’s 20-day trailing average
closing price as of Friday, January 20, 2017, the transaction is valued
at approximately $35.70 per share, or $1.9 billion in the aggregate.
Based on Pinnacle’s most recent dividend, BNC shareholders will receive
an approximate 47 percent increase to their current $0.05 quarterly
dividend per share upon completion of the transaction.
“Both we and Pinnacle have been committed to the idea that the Southeast
deserves an impactful financial services firm with significant scale
that operates with the culture of a community bank with local decision
making led by banking professionals that are experienced and established
in each market,” Callicutt said. “Bringing two of the Southeast’s best
community banks together is a great thing for the region. By joining
firms, Pinnacle and BNC can leverage each other’s competitive strengths
and offer clients a broader array of superior banking services. Since
BNC’s founding in 1991, we have focused on offering sophisticated
services with a personal touch to business owners in the Carolinas and
Virginia. We are excited for future growth opportunities as we continue
that tradition with Pinnacle.”
The proposed merger has been approved unanimously by each company’s
Board of Directors and is expected to close in the third quarter of
2017. The merger is subject to customary closing conditions, including
the receipt of required regulatory approvals and the approval of both
Pinnacle and BNC shareholders.
“Like Pinnacle, BNC has an experienced, engaged workforce focused on
giving a high level of service to a client base that is sophisticated
and growing rapidly,” Pinnacle Chairman Robert A. McCabe Jr. said. “We
all look forward to this new partnership and not only the positive
impact it will have on the combined client and associate base, but also
the contributions it will make to the communities this combined firm
will serve.”
Prior to the closing of the merger, Pinnacle anticipates the completion
of a Tier I equity raise. Proceeds are intended to support Tier I
regulatory capital as its and BNC’s existing trust preferred securities
are expected to cease to qualify as Tier I capital following
consummation of the merger. Pinnacle anticipates that the trust
preferred securities will qualify as Tier II capital post-closing.
Assuming a fourth quarter 2017 technology conversion, and inclusive of
the aforementioned Tier I equity raise, Pinnacle anticipates the
transaction, with cost savings fully phased in and other adjustments, to
be accretive to its 2018 earnings per share by approximately 10 percent
(excluding acquisition-related and integration costs associated with the
transaction). Pinnacle also estimates that the transaction will be
accretive to tangible book value (including all acquisition-related and
integration costs associated with the transaction).
Keefe, Bruyette & Woods served as financial advisor to Pinnacle, and
Bass, Berry & Sims PLC served as Pinnacle’s legal advisor. Banks Street
Partners, LLC and Sandler O’Neill + Partners, L.P., served as financial
advisors to BNC, and Wachtell, Lipton, Rosen & Katz and Troutman Sanders
LLP served as BNC’s legal advisors.
In connection with the proposed acquisition of BNC, Pinnacle will file
with the Securities and Exchange Commission a registration statement on
Form S-4 to register the shares of Pinnacle common stock to be issued to
the shareholders of BNC.
Pinnacle and BNC will host a joint webcast conference call to discuss
the financial and other aspects of the business combination at 9:00 a.m.
CST on Monday, January 23, 2017. To access the call for audio only,
please call 1-877-602-7944. For the presentation and streaming audio,
please access the webcast on the investor relations page of Pinnacle’s
website at www.pnfp.com
and BNC’s website at www.bncbanking.com.
For those unable to participate in the webcast, it will be archived on
the investor relations page of Pinnacle’s website at www.pnfp.com
and BNC’s website at www.bncbanking.com
for 90 days following the presentation.
About Pinnacle
Pinnacle Financial Partners provides a full range of banking,
investment, trust, mortgage and insurance products and services designed
for businesses and their owners and individuals interested in a
comprehensive relationship with their financial institution. Pinnacle’s
focus begins in recruiting top financial professionals. The American
Banker recognized Pinnacle as one of the best banks to work for in
the country again in 2016.
The firm began operations in a single downtown Nashville location in
October 2000 and has since grown to more than $11.2 billion in assets at
Dec. 31, 2016. As the second-largest bank holding company headquartered
in Tennessee, Pinnacle operates in the state’s four largest markets,
Nashville, Memphis, Knoxville and Chattanooga, as well as several
surrounding counties. Additional information concerning Pinnacle, which
is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.
About BNC
Headquartered in High Point, North Carolina, BNC Bancorp is the parent
company of Bank of North Carolina, a commercial bank with total assets
of $7.4 billion. Bank of North Carolina provides a complete line of
banking and financial services to individuals and businesses through its
76 current banking offices in Virginia, North and South Carolina. The
Bank's 26 locations in South Carolina and nine locations in Virginia
operate as BNC Bank. Bank of North Carolina is insured by the FDIC and
is an equal housing lender. BNC Bancorp's stock is traded and quoted in
the Nasdaq Capital Market under the symbol "BNCN." The Company's website
is www.bncbanking.com.
Forward-Looking Statements
All statements, other than statements of historical fact, included in
this communication, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. 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
Financial Partners, Inc. (“Pinnacle”) and BNC Bancorp (“BNC”) of the
proposed merger, Pinnacle’s and BNC’s future financial and operating
results (including the anticipated impact of the merger on Pinnacle’s
and BNC’s earnings and tangible book value) and Pinnacle’s and BNC’s
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 Pinnacle’s and BNC’s
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 Pinnacle’s
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 Pinnacle’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
or BNC’s 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 SEC’s website at http://www.sec.gov.
Pinnacle and BNC disclaim any obligation to update or revise any
forward-looking statements contained in this communication, 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 Pinnacle’s and BNC’s 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 Pinnacle’s website at www.pnfp.com,
under the heading “About Pinnacle” and the subheading “Investor
Relations,” or at the SEC’s 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 BNC’s website at www.bncbanking.com
under the “Investor Relations” section, or at the SEC’s 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 intends to file a
registration statement on Form S-4 with the SEC which will include a
joint proxy statement of BNC and Pinnacle 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 BNC and Pinnacle are urged
to carefully read the entire registration statement and 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 SEC’s
website or from Pinnacle or BNC as described in the paragraphs above.
This communication 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 Pinnacle’s
and BNC’s 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 Pinnacle’s 2016 annual meeting of shareholders, as
previously filed with the SEC on March 10, 2016, and other documents
subsequently filed by Pinnacle with the SEC. Information about the
directors and executive officers of BNC and their ownership of BNC
common stock is set forth in the definitive proxy statement for BNC’s
2016 annual meeting of shareholders, as previously filed with the SEC on
April 6, 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 joint proxy statement/prospectus when they become available. Free
copies of these documents may be obtained as described in the paragraphs
above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170122005169/en/
Contacts:
Pinnacle Financial Partners, Inc.
Harold Carpenter,
615-744-3742
(investment community)
or
Joe Bass,
615-743-8219
(news media)
or
BNC Bancorp
David
Spencer, 336-476-9200
(investment community)
or
Bobby
Huckabee, 336-210-6019
(news media)
Source: Pinnacle Financial Partners, Inc.
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