UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2009
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
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| Tennessee
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000-31225
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62-1812853 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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211 Commerce Street, Suite 300, Nashville, Tennessee
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37201 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 744-3700
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 11, 2009, Pinnacle Financial Partners, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as the
representative of several underwriters named in Schedule I thereto for the sale of 7,700,000 shares
(the “Firm Shares”) of its common stock, par value $1.00 per share (the “Common Stock”), in a
public offering. In addition, pursuant to the Underwriting Agreement, the Company granted the
underwriters an option to purchase up to 1,155,000 additional shares of Common Stock (the “Additional
Shares,” and together with the Firm Shares, the “Shares”). The public offering price was $13.00
per share. The net proceeds of the public offering, after underwriting discounts and commissions,
are expected to be approximately $95.1 million (approximately $109.4 million if the option to purchase the Additional Shares
is exercised in full). The closing of the public offering is expected to occur on or about June 16,
2009.
Subject to specified exceptions, each of the Company’s directors and executive officers have
entered into lock-up agreements and have agreed for a period of 90 days after the date of the final
prospectus supplement, dated June 11, 2009, not to directly or indirectly: (1) offer, sell,
contract to sell, pledge, grant any option to purchase or otherwise dispose of any stock, options,
warrants or other securities of the Company, or any securities convertible into or exercisable or
exchangeable for, or any rights to purchase or otherwise acquire, any stock, options, warrants or
other securities of the Company held or deemed to be beneficially owned by the person or entity
without the prior written consent of Raymond James & Associates, Inc. or (2) exercise or seek to
exercise or effectuate in any manner any rights of any nature that the person or the entity has or
may have hereafter to require the Company to register under the Securities Act of 1933, as amended
(the “Securities Act”), the sale, transfer or other disposition of any of the securities held or
deemed to be beneficially owned by the person or entity, or to otherwise participate as a selling
securityholder in any manner in any registration by the Company under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and covenants that
are valid as between the parties and as of the date of entering into such Underwriting Agreement,
and are not factual information to investors about the Company.
The Shares were registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-3 (Registration No. 333-159395), filed on May 21, 2009 and as
amended on May 29, 2009 (the “Registration Statement”). The offer and sale of the Shares are
described in the Company’s prospectus, constituting a part of the Registration Statement, as
supplemented by a preliminary prospectus supplement dated June 10, 2009 and a final prospectus
supplement dated June 11, 2009.
The above description of the Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is
incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit
1.01.
Item 8.01 Other Events.
On June 11, 2009, the Company issued a press release announcing the pricing of the
above-described public offering, a copy of which is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
Additionally,
the opinion and consent of Bass, Berry & Sims PLC as to the validity of the
Shares offered pursuant to the final prospectus supplement dated June
11, 2009 filed herewith as Exhibit 5.1 and 23.1, respectively, are
incorporated by reference into the Registration Statement as an
exhibit thereto.
Item 9.01 Financial Statements and Exhibits.
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1.1 |
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Underwriting Agreement dated June 11, 2009 between Pinnacle Financial
Partners, Inc. and Raymond James & Associates, Inc. as Representative
of the Several Underwriters named in Schedule I thereto. |
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5.1 |
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Opinion of Bass, Berry & Sims PLC. |
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23.1 |
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Consent of Bass, Berry & Sims PLC (included in Exhibit
5.1). |
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99.1 |
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Press release dated June 11, 2009. |