Shareholders of CapitalMark Bank & Trust (“CapitalMark”) yesterday voted
overwhelmingly in favor of the proposed merger of CapitalMark with
Pinnacle Bank, a wholly owned subsidiary of Pinnacle Financial Partners,
Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”).
This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20150724005491/en/
Subject to the satisfaction of the remaining closing conditions
contained in the merger agreement, the transaction is expected to close
on July 31, 2015. At that time Pinnacle will have total assets of more
than $7.5 billion and operate 37 offices in 12 counties, including three
high-growth counties new to the Pinnacle footprint.
“Our strategy has been to grow rapidly while operating in all of
Tennessee’s four urban markets, so this is a significant milestone for
all of us at Pinnacle,” said M. Terry Turner, Pinnacle’s president and
chief executive officer. “CapitalMark has built a very successful
franchise in Chattanooga and the surrounding areas, and we are excited
to continue that momentum as one firm.”
Pinnacle anticipates CapitalMark will begin using the Pinnacle name in
March 2016 when the operations of the companies are combined. In the
interim, clients should continue to bank with CapitalMark as they always
have, using their existing checks, ATM/debit cards, payment coupons,
etc. until the companies combine their operations.
“Like CapitalMark, Pinnacle performs at an incredibly high level and
delivers distinctive service that businesses and their owners truly
appreciate,” said R. Craig Holley, chairman, president and chief
executive officer of CapitalMark. “By joining forces, we will be able to
accomplish more, grow more efficiently and realize more value for our
shareholders.”
When the operations of the two institutions are combined, Pinnacle’s
existing clients will gain the convenience of another three locations in
Chattanooga, Oak Ridge and Cleveland, TN. CapitalMark clients will have
available to them a wider array of services, including expanded wealth
management capabilities and treasury management services.
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 $6.5 billion in assets
at June 30, 2015. At June 30, 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. The firm
expanded to West Tennessee in April 2015 with a loan-production office
in Memphis. 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.
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 amount of the
costs, fees, expenses and charges related to the merger, (6)
reputational risk and the reaction of the parties’ customers to the
proposed merger, (7) the failure of the closing conditions to be
satisfied, (8) 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, (9) the possibility that the merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events, (10) the dilution caused by Pinnacle’s
issuance of additional shares of its common stock in the merger and (11)
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150724005491/en/
Copyright Business Wire 2015