Market Overview

Pinnacle Financial Partners Obtains Regulatory Approvals to Acquire BNC Bancorp


Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) ("Pinnacle") and
BNC Bancorp (Nasdaq/NGS: BNCN) ("BNC") announced today that Pinnacle has
received approvals of its applications to merge with BNC from the
Federal Reserve Bank of Atlanta, the Tennessee Department of Financial
Institutions ("TDFI") and the North Carolina Office of the Commissioner
of Banks ("NCCOB"). Each of the TDFI, NCCOB and the Federal Deposit
Insurance Corporation ("FDIC") has also approved the proposed merger of
Pinnacle Bank and Bank of North Carolina. Accordingly, all banking
regulatory approvals required for consummation of the proposed mergers
have been received.

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Subject to approval by Pinnacle's and BNC's shareholders, as well as
satisfaction of other closing conditions, Pinnacle anticipates that the
merger of the holding companies and banks should become effective late
in the second quarter of 2017 or early in the third quarter of 2017.
BNC's bank subsidiary, Bank of North Carolina, and Pinnacle Bank are
expected to merge immediately following the merger of the respective
parent companies.

"We are very happy with the progress that's been made so far in closing
this transaction, and we look forward to taking the final steps to
joining forces," said Terry Turner, Pinnacle's president and CEO. "BNC
has so much to contribute, and with both teams fully integrated into one
company, we believe our combined efforts will make us one of the premier
financial services firms in the Southeast."

Once the transaction is consummated, Pinnacle will cover a four-state
footprint with presence in 12 of the largest urban markets in the
Southeast. New markets will include Charlotte, Raleigh, Winston-Salem
and Greensboro in North Carolina; Greenville-Spartanburg and Charleston
in South Carolina; and Roanoke in Virginia. On a pro-forma basis,
Pinnacle is expected to be a top 50 public U.S. banking franchise by
assets, with over $20 billion in assets, over $14 billion in loans and
over $15 billion in deposits. Pinnacle will operate the Carolinas and
Virginia regions out of BNC's existing corporate headquarters in High
Point, North Carolina.

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 downtown Nashville location in
October 2000 and has since grown to approximately $11.2 billion in
assets as of December 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

About BNC

Headquartered in High Point, North Carolina, BNC Bancorp is the parent
company of Bank of North Carolina, a commercial bank with total assets
of $7.4 billion as of December 31, 2016. Bank of North Carolina provides
a complete line of banking and financial services to individuals and
businesses through its 76 current banking offices in Virginia, North and
South Carolina. The Bank's 26 locations in South Carolina and nine
locations in Virginia operate as BNC Bank. Bank of North Carolina is
insured by the FDIC and is an equal housing lender. BNC Bancorp's stock
is traded and quoted in the Nasdaq Capital Market under the symbol
"BNCN." The Company's website is

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 including statements about the
benefits to Pinnacle and BNC of the proposed merger of Pinnacle and BNC,
Pinnacle's and BNC's future financial and operating results (including
the anticipated impact of the proposed merger of Pinnacle and BNC on
Pinnacle's and BNC's earnings and tangible book value) and Pinnacle's
and BNC's plans, objectives and intentions. All forward-looking
statements are subject to risks, uncertainties and other facts that may
cause the actual results, performance or achievements of Pinnacle and
BNC 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 proposed
merger of Pinnacle and BNC may not be realized or take longer than
anticipated to be realized, (2) disruption from the proposed merger with
customers, suppliers, employee or other business partners relationships,
(3) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement between
Pinnacle and BNC, (4) the risk of successful integration of the two
companies' businesses, (5) the failure to obtain the necessary approvals
by Pinnacle and BNC shareholders, (6) the amount of the costs, fees,
expenses and charges related to the proposed merger, (7) reputational
risk and the reaction of the parties' customers, suppliers, employees or
other business partners to the proposed merger, (8) the failure of the
closing conditions to be satisfied, or any unexpected delay in closing
the proposed merger, (9) 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, (10) the possibility that proposed merger may
be more expensive to complete than anticipated, including as a result of
unexpected factors or events, (11) the dilution caused by Pinnacle's
issuance of additional shares of its common stock in the proposed merger
and (12) 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, or BNC's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K, in each case filed with the SEC and available on the SEC's website
Pinnacle and BNC disclaim any obligation to update or revise any
forward-looking statements contained in this filing, which speak only as
of the date hereof, whether as a result of new information, future
events or otherwise.

Additional Information About the Proposed Transaction and Where to
Find It

Investors and security holders are urged to carefully review and
consider each of Pinnacle's and BNC's public filings with the SEC,
including but not limited to their Annual Reports on Form 10-K, their
proxy statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q.

The documents filed by Pinnacle with the SEC may be obtained free of
charge at Pinnacle's website at,
under the heading "About Pinnacle" and the subheading "Investor
Relations," or at the SEC's website at
These documents may also be obtained free of charge from Pinnacle by
requesting them in writing to Pinnacle Financial Partners, Inc., 150
Third Avenue South, Suite 900, Nashville, Tennessee 37201, Attention:
Investor Relations, or by telephone at (615) 744-3700.

The documents filed by BNC with the SEC may be obtained free of charge
at BNC's website at
under the "Investor Relations" section, or at the SEC's website at
These documents may also be obtained free of charge from BNC by
requesting them in writing to BNC Bancorp, 3980 Premier Drive, Suite
210, High Point, North Carolina 27265, Attention: Investor Relations, or
by telephone at (336) 869-9200.

In connection with the proposed transaction, Pinnacle has filed a
registration statement on Form S-4 with the SEC which includes a
preliminary joint proxy statement of Pinnacle and BNC and a preliminary
prospectus of Pinnacle, and each party will file other documents
regarding the proposed transaction with the SEC. Before making any
voting or investment decision, investors and security holders of
Pinnacle and BNC are urged to carefully read the entire registration
statement and the definitive joint proxy statement/prospectus, when they
become available, as well as any amendments or supplements to these
documents and any other relevant documents filed with the SEC, because
they will contain important information about the proposed transaction.
A definitive joint proxy statement/prospectus will be sent to the
shareholders of each institution seeking the required shareholder
approvals. Investors and security holders will be able to obtain the
registration statement and the joint proxy statement/prospectus free of
charge from the SEC's website or from Pinnacle or BNC as described in
the paragraphs above.

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

Participants in the Solicitation

Pinnacle, BNC and certain of their directors and executive officers may
be deemed participants in the solicitation of proxies from Pinnacle's
and BNC's shareholders in connection with the proposed transaction.
Information about the directors and executive officers of Pinnacle and
their ownership of Pinnacle common stock is set forth in the definitive
proxy statement for Pinnacle's 2017 annual meeting of shareholders, as
previously filed with the SEC on March 9, 2017, and other documents
subsequently filed by Pinnacle with the SEC. Information about the
directors and executive officers of BNC and their ownership of BNC's
common stock is set forth in Amendment No. 1 to BNC's 2016 Annual Report
on Form 10-K, as previously filed with the SEC on March 24, 2017, and
other documents subsequently filed by BNC with the SEC. Shareholders may
obtain additional information regarding the interests of such
participants by reading the registration statement and the definitive
joint proxy statement/prospectus. Free copies of these documents may be
obtained as described in the paragraphs above.

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