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.