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. ESTJanuary 23,
2017Presentation and streaming audio:
http://www.pnfp.comAudio only: 1-877-602-7944
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/
Pinnacle Financial Partners, Inc.Harold Carpenter,
615-744-3742(investment community)orJoe Bass, 615-743-8219(news
media)orBNC BancorpDavid Spencer, 336-476-9200(investment
community)orBobby Huckabee, 336-210-6019(news media)
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