Pinnacle Financial Partners, Inc. Announces Pricing of Public Offering of 4.125% Fixed-to-floating Rate Subordinated Notes Due 2029

Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) ("Pinnacle Financial") today announced that it has priced the issuance of $300 million aggregate principal amount of 4.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the "Notes"). The Notes will initially bear interest at a fixed rate of 4.125% per annum, payable semi-annually in arrears. Commencing September 15, 2024, the Notes will bear interest at a floating rate equal to the then-current three-month LIBOR plus 277.5 basis points for each quarterly interest period (subject to certain provisions set forth under "Description of the Notes—Interest" and "Description of the Notes—Effect of Benchmark Transition Event" in the preliminary prospectus supplement, filed with the U.S. Securities and Exchange Commission (the "SEC") on September 6, 2019), payable quarterly in arrears each year. Sandler O'Neill + Partners, L.P. is acting as lead book running manager for the Notes offering and Piper Jaffray is acting as co-manager.

Pinnacle Financial estimates that the net proceeds from the sale of the Notes will be approximately $296.5 million. Pinnacle Financial expects to use approximately $218.8 million of the net proceeds from the sale of the Notes to redeem certain of its and Pinnacle Bank's subordinated notes, including approximately $88.8 million aggregate principal amount, as of June 30, 2019, of outstanding subordinated notes issued by it (or bank holding companies that have been merged with and into it) following the closing of this offering. Pinnacle Financial also presently intends to redeem $130.0 million aggregate principal amount of outstanding subordinated notes issued by Pinnacle Bank after such notes become eligible for redemption on July 30, 2020. The redemption of the $130.0 million of subordinated notes issued by Pinnacle Bank is subject to Pinnacle Financial's receipt of all regulatory permissions for such redemption, which it has not yet sought, and Pinnacle Financial's ultimate determination to redeem such notes after they become eligible for redemption. Pinnacle Bank is under no obligation to redeem its subordinated notes. Pinnacle Financial intends to use the remainder of the net proceeds from the Notes offering for general corporate purposes, including providing capital to support the growth of Pinnacle Bank and its business. The offering is expected to close on September 11, 2019, subject to customary closing conditions.

The Notes are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-215654) by means of a preliminary prospectus supplement filed with the SEC, and a final prospectus supplement to be filed with the SEC. Before you invest, you should read the final prospectus, when available, and the preliminary prospectus supplement in that registration statement and other documents Pinnacle Financial has filed with the SEC for more complete information about Pinnacle Financial and this offering. Copies of the preliminary prospectus supplement, the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering of the Notes can be obtained without charge by visiting the SEC's website at www.sec.gov, or may be obtained from: Sandler O'Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, Telephone Number: 1 (866) 805-4128; and Piper Jaffray & Co., 800 Nicollet Mall, J12S03, Minneapolis, Minnesota, 55402, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at prospectus@pjc.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA, according to 2018 deposit data from the FDIC. Pinnacle earned a spot on FORTUNE's 2019 list of the 100 Best Companies to Work For^® in the U.S., its third consecutive appearance. American Banker recognized Pinnacle as one of America's Best Banks to Work For seven years in a row.

The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $26.5 billion in assets as of June 30, 2019. As the second-largest bank holding company headquartered in Tennessee, Pinnacle operates in 11 primarily 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

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of Pinnacle Financial with respect to, among other things, the launch, pricing and completion of the offering of the Notes. The words "expect," "anticipate," "intend," "may," "should," "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 forwardlooking statements are not historical facts, and are based on current expectations, estimates and projections about the banking industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Pinnacle Financial's control. Accordingly, Pinnacle Financial cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Pinnacle Financial believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the registration statement on Form S-3, including the preliminary prospectus supplement and the accompanying base prospectus filed with the SEC by Pinnacle Financial, including the filings, reports, documents and other information incorporated by reference therein. If one or more events related to these or other risks or uncertainties materialize, or if management's underlying assumptions prove to be incorrect, actual results may differ materially from what Pinnacle Financial anticipates. Many of these risk factors are beyond Pinnacle Financial's ability to control or predict, and you are cautioned not to put undue reliance on the forward-looking statements. Forward-looking statements represent Pinnacle Financial's estimates and assumptions only as of the date that they were made. Pinnacle Financial does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190906005527/en/