Pinnacle Financial Partners Closes Merger with BNC Bancorp

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Pinnacle Financial Partners Closes Merger with BNC Bancorp

June 16, 2017

The merger of Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and BNC Bancorp (“BNC”) closed today, 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.

About Pinnacle

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 earned a place on Fortune’s 2017 list of the 100 Best Companies to Work For in the U.S., and American Banker recognized Pinnacle as the sixth-best bank to work for in 2016.

The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $11.7 billion in assets as of March 31, 2017. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in 11 urban markets in Tennessee, the Carolinas and Virginia. Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

Forward-Looking Statements

All statements, other than statements of historical fact, included in this press release, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words "expect," "anticipate," "intend," "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 subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the historically low short-term interest rate environment; (iii) the inability of Pinnacle, or entities in which it has significant investments, like Bankers Healthcare Group, LLC (“BHG”), to maintain the historical growth rate of its, or such entities', loan portfolio; (iv) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (v) effectiveness of Pinnacle's asset management activities in improving, resolving or liquidating lower-quality assets; (vi) increased competition with other financial institutions; (vii) greater than anticipated adverse conditions in the national or local economies including in Pinnacle’s markets throughout Tennessee, North Carolina, South Carolina and Virginia, particularly in commercial and residential real estate markets; (viii) rapid fluctuations or unanticipated changes in interest rates on loans or deposits; (ix) the results of regulatory examinations; (x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition, like Pinnacle merger with BNC; (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle to conclude that there was impairment of any asset, including intangible assets; (xiv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors or otherwise to attract customers from other financial institutions; (xv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xvii) risks associated with litigation, including the applicability of insurance coverage; (xviii) the risk of successful integration of the businesses Pinnacle has recently acquired with its business; (xix) approval of the declaration of any dividend by Pinnacle's board of directors; (xx) the vulnerability of Pinnacle Bank's network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxi) the possibility of increased compliance costs as a result of increased regulatory oversight, including oversight of companies in which Pinnacle or Pinnacle Bank have significant investments, like BHG, and the development of additional banking products for Pinnacle Bank's corporate and consumer clients; (xxii) the risks associated with Pinnacle and Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company if not prohibited from doing so by the terms of our agreement with them; (xxiii) the possibility that the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed current estimates; (xxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxv) the risk that the cost savings and any revenue synergies from Pinnacle merger with BNC may not be realized or take longer than anticipated to be realized; (xxvi) disruption from Pinnacle merger with BNC with customers, suppliers, employee or other business partners relationships; (xxvii) the risk of successful integration of Pinnacle's and BNC's businesses; (xxviii) the amount of the costs, fees, expenses and charges related to Pinnacle's merger with BNC; (xxix) reputational risk and the reaction of the parties' customers, suppliers, employees or other business partners to Pinnacle’s merger with BNC; (xxx) the risk that the integration of Pinnacle’s and BNC's operations will be materially delayed or will be more costly or difficult than expected; (xxxi) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in its merger with BNC; and (xxxii) 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 the SEC and available on the SEC's website athttp://www.sec.gov. Pinnacle disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

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