Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and
CapitalMark Bank & Trust (“CapitalMark”) announced today that they have
agreed to extend the date by which CapitalMark’s shareholders must make
their election to receive shares of Pinnacle’s common stock, cash or a
mix of cash and stock in the proposed merger of CapitalMark and Pinnacle
Bank to 5 p.m. Eastern Daylight Time on Thursday, July 23, 2015. The
extension is for the convenience of CapitalMark’s shareholders.
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Subject to approval by CapitalMark’s shareholders, as well as
satisfaction of other closing conditions, Pinnacle and CapitalMark
continue to expect that the merger will be consummated during the third
quarter of 2015. CapitalMark’s shareholders meeting to approve the
merger remains scheduled for July 23, 2015.
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.
The firm began operations in a single downtown Nashville location in
October 2000 and has since grown to approximately $6.3 billion in assets
at March 31, 2015. At March 31, 2015, Pinnacle is the second-largest
bank holding company headquartered in Tennessee, with 29 offices in
eight Middle Tennessee counties and five offices in Knoxville.
Additionally, Great Place to Work® named Pinnacle one of the
best workplaces in the United States on its 2014 Best Small & Medium
Workplaces list published in FORTUNE magazine. The American
Banker also recognized Pinnacle as the second best bank to work for
in the country.
Additional information concerning Pinnacle, which is included in the
NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.
About CapitalMark
CapitalMark Bank & Trust is a full-service commercial bank with four
private client offices in Chattanooga, Cleveland, Knoxville and Oak
Ridge. CapitalMark’s Banker Teams serve the needs of privately owned
businesses, their owners and managers, as well as professionals,
executives and their families. Services offered include mortgage, trust
and wealth management. For more information, please visit: capitalmark.com.
Additional Information and Where to Find It
In connection with the proposed merger of CapitalMark with and into
Pinnacle Bank, Pinnacle has filed a registration statement on Form S-4
with the Securities and Exchange Commission (the “SEC”) that has been
declared effective by the SEC to register the shares of Pinnacle common
stock that will be issued to CapitalMark’s shareholders in connection
with the transaction. The registration statement includes a proxy
statement/prospectus (that is being delivered to CapitalMark’s
shareholders in connection with their required approval of the proposed
merger) and other relevant materials in connection with the proposed
merger transaction involving Pinnacle Bank and CapitalMark.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PINNACLE, CAPITALMARK AND THE PROPOSED
MERGER.
Investors and security holders may obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov.
Free copies of the proxy statement/prospectus also may be obtained by
directing a request by telephone or mail to Pinnacle Financial Partners
Inc., 150 3rd Avenue South, Suite 900, Nashville, TN 37201, Attention:
Investor Relations (615) 744-3742 or CapitalMark, 801 Broad St.,
Chattanooga, TN 37402, Attention: Investor Relations (423) 386-2828.
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.
Forward-Looking Statements
All statements, other than statements of historical fact included in
this release, are forward-looking statements within the meaning of
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," “should,” "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 of the proposed merger transaction with
CapitalMark, Pinnacle’s future financial and operating results
(including the anticipated impact of the merger with CapitalMark on
Pinnacle’s earnings and tangible book value) and Pinnacle'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 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 with CapitalMark may not be
realized or take longer than anticipated to be realized, (2) disruption
from the merger with CapitalMark with customers, suppliers or employee
relationships, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with CapitalMark, (4) the risk of successful integration of
CapitalMark’s businesses with Pinnacle’s business, (5) the failure of
CapitalMark’s shareholders to approve the merger, (6) the amount of the
costs, fees, expenses and charges related to the merger, (7)
reputational risk and the reaction of the parties’ customers to the
proposed merger, (8) the failure of the closing conditions to be
satisfied, (9) the risk that the integration of CapitalMark’s operations
with Pinnacle’s will be materially delayed or will be more costly or
difficult than expected, (10) the possibility that the merger may be
more expensive to complete than anticipated, including as a result of
unexpected factors or events, (11) the dilution caused by Pinnacle’s
issuance of additional shares of its common stock in the merger and (12)
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 filed with or furnished to
the SEC and available on the SEC's website at http://www.sec.gov.
Pinnacle and CapitalMark disclaim any obligation to update or revise any
forward-looking statements contained in this release which speak only as
of the date hereof, whether as a result of new information, future
events or otherwise.
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