Pinnacle Financial Partners Closes Merger with BNC Bancorp

Monday, June 19th, 2017

The merger of Pinnacle Financial Partners, Inc. and BNC Bancorp closed, bringing Pinnacle’s urban community banking model into seven new markets in the Carolinas and Virginia. Additionally Bank of North Carolina, BNC’s wholly-owned bank subsidiary, merged with and into Pinnacle Bank, Pinnacle’s wholly-owned bank subsidiary.

“We believe the Carolinas, Virginia and Tennessee have some of the strongest commercial banking markets in the country with significant growth opportunities for our combined firm,” said M. Terry Turner, Pinnacle’s president and chief executive officer. “We offer a distinctive level of service where clients get a community bank experience with the resources and sophistication of a larger firm. BNC and Pinnacle have deployed similar business models for years. Our goal with the transition is that while clients may notice the signs change, they won’t experience any degradation in how their bankers interact with them.”

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: Abney S. Boxley, Thomas Sloan and G. Kennedy Thompson.

“Since the beginning, Terry has stressed that authority for driving business and setting goals would remain with BNC’s bankers,” Callicutt said. “That’s one of the big reasons why it made so much sense for us to partner with Pinnacle. We get to run our offices based on our knowledge of the local markets, with the best interests of clients as a top priority. With the banking landscape constantly changing in our markets, it’s important for everyone to know that we will give them the same community bank feel and service they’re accustomed to.”

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.

“I am pleased that we have been able to consummate this transaction as quickly as we have,” Turner said. “Closing this transaction in less than five months, I believe, speaks volumes to the commitment and dedication of our and BNC’s associates, the buy-in of shareholders and clients and the relationships we have worked hard to develop with our regulators and within our communities.”

Pinnacle intends to operate BNC Bank/Bank of North Carolina as a division of Pinnacle Bank until late in the third quarter of 2017, when it is expected that BNC branch offices will begin adopting the Pinnacle brand, including signage. BNC clients can expect clear communication about how the merger will affect them throughout the summer and fall.

Based on financial information as of March 31, 2017, on a pro forma basis, the combined company has total assets of more than $20 billion, $14 billion in loans and $15 billion in deposits and is a top 50 U.S. banking franchise by assets.

Keefe, Bruyette & Woods served as financial advisor to Pinnacle, and Bass, Berry & 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 & Katz and Troutman Sanders LLP served as BNC’s legal advisors.