Chronicle Journal: Finance

Pinnacle Closes Merger with Avenue Financial

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) completed its previously announced acquisition of Avenue Financial Holdings, Inc. (Nasdaq: AVNU) (“Avenue”) today. In connection with the merger of Avenue with and into Pinnacle, Avenue Bank, Avenue’s wholly owned bank subsidiary, merged with and into Pinnacle Bank, Pinnacle’s wholly owned bank subsidiary.

The acquisition, which was announced on Jan. 28, 2016, was concluded following the receipt of approval from Avenue’s shareholders and receipt of all required regulatory approvals. Based on financial information as of March 31, 2016, on a pro forma basis, the combined company has total assets of over $10.5 billion with offices in 14 Tennessee counties.

“The completion of our legal merger with Avenue is an important step in our march to build Nashville’s bank,” said M. Terry Turner, president and CEO of Pinnacle Financial Partners. “Associates of both banks have worked incredibly hard to get us to this point and made it possible to close the acquisition only five months after the announcement.”

Following closing, former Avenue directors Marty Dickens, former regional executive with AT&T; Joe Galante, former chairman of Sony Music, Nashville; and David Ingram, CEO of Ingram Entertainment, were appointed to Pinnacle’s board.

“The culmination of this merger benefits shareholders and clients of both firms,” said Ronald L. Samuels, Avenue’s chairman and chief executive officer, who will serve as vice chairman of Pinnacle’s board of directors and on Pinnacle’s senior leadership team. “Our teams have the same passion for delivering outstanding client service and the same commitment to Nashville, and we’ll be even better together.”

Avenue Bank will operate as a division of Pinnacle Bank until September 2016 when both firms anticipate combining their operations. Avenue Bank clients should continue to bank with Avenue as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the operational conversion in September 2016.

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. Pinnacle’s focus begins in recruiting top financial professionals. 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 third best bank to work for in the country.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to more than $9.3 billion in assets at March 31, 2016. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in the state’s four largest markets, Nashville, Memphis, Knoxville and Chattanooga, as well as several surrounding counties. 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 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. 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 Avenue may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with Avenue with customers, suppliers or employee relationships, (3) the risk of successful integration of Avenue’s business with Pinnacle’s business, (4) the amount of the costs, fees, expenses and charges related to the merger, (5) reputational risk and the reaction of the parties’ customers to the merger, (6) the risk that the integration of Avenue’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (7) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (8) 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 disclaims 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.

Contacts:

Pinnacle Financial Partners, Inc.
Media Contact:
Nikki Klemmer, 615-743-6132
or
Financial Contact:
Harold Carpenter, 615-744-3742
www.pnfp.com

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