CAPITALMARK BANK & TRUST SHAREHOLDERS APPROVE COMBINATION WITH PINNACLE BANK
Nashville and CHATTANOOGA, TN, July 23, 2015 – Shareholders of CapitalMark Bank & Trust (“CapitalMark”) today 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”).
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.
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 29offices 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.
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.
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.
Pinnacle Financial Partners AND CAPITALMARK BANK & TRUST Extend TIME FOR Shareholders TO ELECT FORM OF CONSIDERATION
Nashville and CHATTANOOGA, TN, July 16, 2015 – 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.
CapitalMark posts $2.7 million record quarterly profit; surpasses $1 billion total assets
Chattanooga, Tennessee – July 16, 2015 – CapitalMark Bank & Trust today reported earnings of $2.7 million for the quarter ended June 30, 2015. Net income for the six months ended June 30, 2015, was $5.0 million, an increase of 51% from the same six months in 2014. Net income per fully diluted common share increased 54% from the same six month period in 2014 to $0.63.
Trust Veteran Sandy Chambers Joins CapitalMark
Chattanooga, Tennessee – June 8, 2015 – CapitalMark Bank & Trust announces the addition of Sandy Chambers as executive vice president and director of wealth and trust services. She will join CapitalMark’s Phil Barnes in delivering comprehensive wealth management and trust administration services to help clients build and maintain wealth for generations.
Beware of Phishing Scams Related to CapitalMark's Proposed Merger with Pinnacle Financial Partners
On April 7th, CapitalMark announced its intent to merge with Nashville-based Pinnacle Financial Partners. Bank mergers can create an opportunity for fraudsters to target bank clients by purporting to represent either institution and collecting sensitive account information or access to online accounts.
PINNACLE FINANCIAL PARTNERS ANNOUNCES AGREEMENT TO ACQUIRE CAPITALMARK BANK & TRUST
Pinnacle expands to high-growth Chattanooga market
Accretive to firm’s operating earnings in first year
Webcast to begin at 9:00 a.m. CDT
April 8, 2015
Presentation and streaming audio: http://www.pnfp.com
Audio only: 1-877-602-7944
NASHVILLE and CHATTANOOGA, Tenn., April 7, 2015 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and CapitalMark Bank & Trust (“CapitalMark”) jointly announced today the signing of a definitive agreement for Pinnacle to acquire CapitalMark via merger. The proposed merger of CapitalMark with and into Pinnacle has been approved by each company’s Board of Directors and is expected to close late in the third quarter or early in the fourth quarter of 2015. Completion of the transaction is subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of CapitalMark’s shareholders.
CapitalMark / Pinnacle Merger Client Q&A
On April 7, CapitalMark announced our intent to merge with Nashville-based Pinnacle Financial Partners. You can read the full news release here.
At this point there is very little impact to you. However, after regulatory approval and much planning for the conversion, we anticipate completing our change to Pinnacle Financial Partners in April 2016. In the coming months, we will communicate with you in greater detail about the conversion of your accounts to Pinnacle.
CapitalMark Loans Grow $48 Million in the First Quarter; Net Income Up 37%
Chattanooga, Tennessee – April 6, 2015 – CapitalMark Bank & Trust today reported earnings for the quarter ended March 31, 2015. Net income for the quarter ending March 2015 was $2.3 million, an increase of 37% from the same quarter in 2014. Net income per fully diluted common share increased 38% from first quarter 2014 to $0.29.
“CapitalMark had a strong first quarter in 2015, fueled by loan and non-interest bearing deposit growth. Loans grew 24% year-over-year while non-interest bearing deposits grew 31% over the same period. With $968 million in total assets, we continue to build core earnings capacity and an operating profile that positions CapitalMark well for the future,” said R. Craig Holley, CapitalMark’s Chairman, President and CEO.
CapitalMark Earnings Jump 27%
Chattanooga, Tennessee – January 29, 2015 – CapitalMark Bank & Trust today reported earnings for the year ended December 31, 2014. Net income for the year ended 2014 was $7.4 million, an increase of 27% from year end 2013. Net income per fully diluted common share increased 28% from year ending 2013 to $0.92.
CapitalMark Ranks 16th in Nation in Small Business Lending Fund Growth
Chattanooga, Tennessee – January 9, 2015 – CapitalMark Bank & Trust ranks No. 16 in the nation for highest growth in qualified small business lending out of a field of 281 SBLF (Small Business Lending Fund) bank participants. The SBLF program is a component of the Small Business Jobs Act established in 2010 to encourage banks with assets under $10 billion to increase lending to small businesses. Only 41% of banks that applied to participate in the program were selected based on asset size and positive indicators of strength, stability and performance.
HOLLEY APPOINTED AND McWILLIAMS REAPPOINTED TO THE FEDERAL RESERVE BANK OF ATLANTA’S NASHVILLE BRANCH BOARD OF DIRECTORS
R. Craig Holley, chairman president and chief executive officer of CapitalMark Bank and Trust, has been appointed and Scott McWilliams, executive chairman of the board of Ozburn-Hessey Logistics LLC (OHL), has been reappointed to the Nashville Branch’s board of directors. Their terms begin Jan. 1, 2015, and run through Dec. 31, 2017.