Press Release

Pinnacle Financial Partners, Inc. Announces Proposed Public Offering of Fixed-to-Floating Rate Subordinated Notes Due 2029

Company Release - 9/6/2019 7:35 AM ET

NASHVILLE, Tenn.--(BUSINESS WIRE)-- Pinnacle Financial Partners, Inc. (NASDAQ/NGS: PNFP) (“Pinnacle Financial”) today announced the commencement of a registered public offering of fixed-to-floating rate subordinated notes due 2029 (the “Notes”).

The net proceeds of the Notes offering are anticipated to be used to redeem certain of Pinnacle Financial’s and Pinnacle Bank’s subordinated notes, including approximately $88.8 million aggregate principal amount, as of June 30, 2019, of outstanding subordinated notes issued by it (or bank holding companies that have been merged with and into it) following the closing of this offering. Pinnacle Financial also presently intends to redeem $130.0 million aggregate principal amount of outstanding subordinated notes issued by Pinnacle Bank after such notes become eligible for redemption on July 30, 2020. The redemption of the $130.0 million of subordinated notes issued by Pinnacle Bank is subject to receipt of all regulatory permissions for such redemption, which Pinnacle Financial has not yet sought, and Pinnacle Financial’s ultimate determination to redeem such notes after they become eligible for redemption. Pinnacle Bank is under no obligation to redeem its subordinated notes. Pinnacle Financial intends to use the remainder of the net proceeds from the Notes offering for general corporate purposes, including providing capital to support the growth of Pinnacle Bank and its business. Sandler O’Neill + Partners, L.P. is acting as lead book-running manager for the offering. Piper Jaffray & Co. is acting as co-manager for the offering.

This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents Pinnacle Financial has filed with the SEC for more complete information about Pinnacle Financial and this offering. Copies of the preliminary prospectus supplement and accompanying prospectus related to this offering may be obtained by contacting Sandler O'Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, Telephone Number: 1 (866) 805-4128; and Piper Jaffray & Co., 800 Nicollet Mall, J12S03, Minneapolis, Minnesota, 55402, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at [email protected]. These documents have also been filed with the SEC and are available at the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer or sale of the Notes will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

Pinnacle Financial Partners, Inc. (NASDAQ/NGS: PNFP) 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 location in downtown Nashville, TN in October 2000 and has since grown to approximately $26.5 billion in assets as of June 30, 2019. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in 11 primarily urban markets in Tennessee, the Carolinas and Virginia.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Pinnacle Financial’s current views with respect to, among other things, the launch, pricing and completion of the offering of the Notes. The words “expect,” “anticipate,” “intend,” “may,” “should,” “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 statements. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Pinnacle Financial’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Pinnacle Financial’s control. Accordingly, Pinnacle Financial cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Pinnacle Financial believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the registration statement on Form S-3, including the preliminary prospectus supplement and the accompanying base prospectus, Pinnacle Financial has filed with the SEC, including the filings, reports, documents and other information incorporated by reference therein. If one or more events related to these or other risks or uncertainties materialize, or if Pinnacle Financial’s underlying assumptions prove to be incorrect, actual results may differ materially from what it anticipates. Many of these risks factors are beyond Pinnacle Financial’s ability to control or predict, and you are cautioned not to put undue reliance on any such forward-looking statements. Forward-looking statements represent Pinnacle Financial’s estimates and assumptions only as of the date that they were made. Pinnacle Financial does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable securities laws.

MEDIA CONTACT: Joe Bass, (615) 743-8219
FINANCIAL CONTACT: Harold Carpenter, (615) 744-3742
WEBSITE: www.pnfp.com

Source: Pinnacle Financial Partners, Inc.