Pinnacle Financial Partners, Inc. Announces Proposed Public Offering of Fixed-to-Floating Rate Subordinated Notes Due 2029

Pinnacle Financial Partners, Inc. (NASDAQ/NGS: PNFP) (“Pinnacle Financial”) today announced the commencement of a registered public offering of fixed-to-floating rate subordinated notes due 2029 (the “Notes”).

The net proceeds of the Notes offering are anticipated to be used to redeem certain of Pinnacle Financial’s 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 receipt of all regulatory permissions for such redemption, which Pinnacle Financial 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. Sandler O’Neill + Partners, L.P. is acting as lead book-running manager for the offering. Piper Jaffray & Co. is acting as co-manager for the offering.

This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus 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 and accompanying prospectus related to this offering may be obtained by contacting Sandler O'Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, Telephone Number: 1 [phone]; and Piper Jaffray & Co., 800 Nicollet Mall, J12S03, Minneapolis, Minnesota, 55402, Attention: Prospectus Department, by telephone at [phone] or by email at [e-mail]. These documents have also been filed with the SEC and are available at the SEC's website at http://www.sec.gov.