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Pinnacle Financial Closes USD 1.9bn Merger with BNC Bancorp
Monday 19 June 2017

19 June 2017 - Tennessee, US-based bank holding company Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) and North Carolina, US-based bank holding company BNC Bancorp (NASDAQ: BNCN) have closed their merger, the companies said.

In January, Pinnacle Financial and its Pinnacle Bank subsidiary inked a definitive agreement to acquire BNC Bancorp and its Bank of North Carolina subsidiary in an all-stock transaction.

Upon completion of the merger, Pinnacle will merge Bank of North Carolina with and into Pinnacle Bank.

The merger creates 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 US banking franchise by assets, with USD 20bn in assets, USD 14bn in loans and USD 15bn in deposits.

Pinnacle will operate the Carolinas and Virginia region out of BNC's existing corporate headquarters in High Point, North Carolina.

Under the terms of the merger agreement, BNC shareholders received 0.5235 shares of Pinnacle common stock for every BNC share. All fractional shares were cashed out as of the closing.

Now that the merger is complete, BNC's president and chief executive officer Rick Callicutt is Pinnacle's chairman of the Carolinas and Virginia, maintaining consistency in leadership and the local decision-making that defines Pinnacle's operating model.

In addition, Callicutt will join Pinnacle's board of directors along with three others from BNC's board, including Abney S. Boxley, Thomas Sloan and G. Kennedy Thompson.

Pinnacle Financial Partners began operations in a single downtown Nashville location in October 2000 and has since grown to more than USD 11.2bn in assets at 31 December 2016. It is the second-largest bank holding company headquartered in Tennessee.

Headquartered in High Point, North Carolina, BNC Bancorp is the parent company of Bank of North Carolina, a commercial bank with total assets of USD7.4 bn.

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.

Pinnacle's new markets include Charlotte, Raleigh, Winston-Salem and Greensboro in North Carolina; Greenville-Spartanburg and Charleston in South Carolina; and Roanoke in Virginia. BNC's offices in High Point, NC will operate as the area headquarters.

The company intends to operate BNC Bank/Bank of North Carolina as a division of Pinnacle Bank until late in 3Q17, when it is expected that BNC branch offices will begin adopting the Pinnacle brand, including signage.

Keefe, Bruyette and Woods served as financial advisor to Pinnacle, and Bass, Berry and 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 and Katz and Troutman Sanders LLP served as BNC's legal advisors.
Date Published: 19/06/2017
Target: BNC Bancorp
Country: USA
Deal Size: 1.9bn (USD)
Sector: Banking/Financial Services
Type: Corporate acquisition
Financing: Stock
Status: Closed
Buyer: Pinnacle Financial Partners
Buyer Advisor: Keefe, Bruyette and Woods , Bass, Berry and Sims