Pinnacle Financial Partners acquisition history

Cavalry Bancorp was a one-bank holding company in Murfreesboro, Tennessee with roughly $672 million in assets at closing. The deal pushed Pinnacle into the fast-growing Rutherford County market several years ahead of its de novo plans and made the combined firm the second-largest bank holding company headquartered in Tennessee, with projected assets above $1.6 billion and 17 offices across the Nashville-Davidson-Murfreesboro MSA. approximately $172.3 million.

This combination affords one of the fastest growing banks in the nation an opportunity to enter one of the fastest growing counties in the nation with an established deposit market share of 22 percent. Pinnacle already had plans to enter the Rutherford County market on a de novo basis at the end of this year, and this transaction puts us several years ahead of our growth plans in the Murfreesboro/Rutherford County market.M. Terry Turner — President and CEO, Pinnacle Financial Partners

Mid-America Bancshares was a two-bank holding company in Nashville that owned Bank of the South and PrimeTrust Bank, with roughly $1.25 billion in total assets at the acquisition date. Pinnacle paid about $206 million ($21.6 million in cash plus 6,676,580 common shares), extending its lead in Middle Tennessee. approximately $206.2 million.

The acquisition is consistent with Pinnacle's strategy to continue to acquire high growth Middle Tennessee institutions. Along with Pinnacle, Bank of the South and PrimeTrust are among the fastest-growing banks in the nation. This acquisition will accelerate the rapid growth we had already projected for Pinnacle.M. Terry Turner — President and CEO, Pinnacle Financial Partners

CapitalMark Bank & Trust, founded in 2007, was a fast-growing Chattanooga bank with about $968 million in assets. The acquisition gave Pinnacle its first presence in the Chattanooga MSA — Tennessee's fourth-largest market — and expanded into three high-growth counties new to its footprint. Consideration was roughly $187 million (about 3.3 million Pinnacle shares plus $16.4 million cash), and Pinnacle redeemed CapitalMark's $18.2 million of SBLF preferred stock at closing. approximately $187.0 million.

This acquisition is consistent with Pinnacle's strategy to grow rapidly while operating in all of Tennessee's four urban markets. CapitalMark has built a very successful firm in Chattanooga and the surrounding areas. In addition to accelerating the rapid growth we had already projected for Pinnacle, this acquisition brings together two institutions with strong records of performance, credit quality, client satisfaction and a highly complementary geographic footprint.M. Terry Turner — President and CEO, Pinnacle Financial Partners

I strongly believe that, collectively, the two franchises can accomplish more, grow more efficiently and realize more value for our shareholders together than independently.R. Craig Holley — Chairman, President and CEO, CapitalMark Bank & Trust

Magna Bank was a Memphis-based bank with about $595 million in assets and five banking offices in Shelby County plus mortgage offices across Memphis and Middle Tennessee. The roughly $83 million deal (about 1.325 million Pinnacle shares plus $20.7 million cash) gave Pinnacle its entry into Memphis, completing its stated plan to operate in all four of Tennessee's major urban markets. Pinnacle also redeemed Magna's $18.35 million of SBLF preferred stock at closing. approximately $83.4 million.

We have long said that we plan to operate in each of Tennessee's four urban markets. Memphis is the largest city and second-largest MSA in the state, and the Magna acquisition will complete our current geographic market expansion plans. We see ample opportunities in Memphis, where the competitive landscape is virtually identical to the markets where we historically have been successful.M. Terry Turner — President and CEO, Pinnacle Financial Partners

Given Pinnacle's track record as being one of the top banks in the country to work for and their ability to better serve clients, they are an extraordinarily attractive partner for us.Kirk P. Bailey — Chairman, President and CEO, Magna Bank

Avenue Financial Holdings, parent of Avenue Bank, was a Nashville bank with about $1.16 billion in assets and a national niche serving the music and entertainment industry. The roughly $201 million deal (about 3.7 million Pinnacle shares plus $23.2 million cash, with Pinnacle also assuming $20 million of subordinated debt) combined Nashville's two leading locally owned community banks and lifted Pinnacle toward top-three deposit share in the market. approximately $201.4 million.

In our march to dominate the four urban markets in Tennessee, we have said for some time that we would be seeking in-market merger opportunities. This merger is consistent with Pinnacle's strategy to grow rapidly and become the dominant bank in the commercial banking and affluent consumer segments in Nashville.M. Terry Turner — President and CEO, Pinnacle Financial Partners

Both we and Pinnacle have been committed to the idea that Nashville deserves a large and impactful local bank. Bringing Nashville's two best locally owned banks together is a fabulous thing for this city.Ron Samuels — Chairman and CEO, Avenue Financial Holdings

BNC Bancorp, the High Point, North Carolina parent of Bank of North Carolina, was Pinnacle's largest and most transformative acquisition. The all-stock deal (~27.7 million Pinnacle shares valued at about $1.9 billion, roughly $35.70 per BNC share) created a four-state Southeastern franchise concentrated in 12 of the region's largest urban markets and produced a pro forma bank with about $20 billion in assets — a top-50 U.S. banking franchise. Pinnacle ran the new Carolinas and Virginia region out of BNC's High Point headquarters. approximately $1.9 billion.

BNC represents the single best platform to expand our presence in urban, high-growth metropolitan markets. 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.M. Terry Turner — President and CEO, Pinnacle Financial Partners

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.Richard D. 'Rick' Callicutt II — President and CEO, BNC Bancorp