Transaction Valued at $206 Million
Closing Expected on or about July 1,
2016
Avenue Financial Holdings, Inc. (Nasdaq: AVNU) (“Avenue
Financial” or “the Company”) announced that its shareholders
approved the proposed merger with Pinnacle Financial Partners, Inc.
(Nasdaq/NGS: PNFP) (“Pinnacle”) at its special shareholders’
meeting held today. Subject to the satisfaction of the remaining
closing conditions contained in the merger agreement between Avenue
Financial and Pinnacle, the merger is expected to close on or about
July 1, 2016.
In comments made at the meeting, Ronald L. Samuels, Chairman and
Chief Executive Officer, stated, “Avenue Financial’s shareholders
overwhelmingly approved the merger with Pinnacle Financial
Partners. We are very excited about our proposed merger with
Pinnacle and realizing our goals of building shareholder value
while providing our clients with a broader array of banking
services than we could have as an independent company.
“We believe this transaction brings together Nashville’s two
best locally owned banks. We are very appreciative of the great
team we have at Avenue Financial and look forward to working with
them at Pinnacle. Since our founding in 2006, we have focused on
delivering sophisticated banking services to our clients with a
personal touch. By partnering with Pinnacle, we expect to deliver
the same outstanding service, creativity and passion for client
service, and commitment to Nashville that our clients have come to
expect from our team at Avenue Financial,” concluded Samuels.
Under the terms of the merger agreement, Avenue shareholders
will receive 0.36 shares of Pinnacle’s common stock and $2.00 in
cash for every Avenue share of common stock owned as of the
effective date of the merger. All fractional shares will be cashed
out based on the average 10-day closing price of Pinnacle common
stock as of the business day immediately preceding the closing
date. Additionally, Avenue’s outstanding stock options will be
fully vested immediately prior to consummation of the merger
pursuant to Avenue’s stock option plan, and all outstanding Avenue
options that are unexercised prior to the closing will be cashed
out for a payment equal to the difference between $20 and the
option’s exercise price. At closing, and assuming all outstanding
Avenue options are cashed out as of the merger date, Avenue
shareholders will own approximately 8.2 percent of the combined
firm on a fully diluted basis.
The transaction is currently valued at approximately $205.8
million based on Pinnacle’s 10-day average closing price through
June 20, 2016, and is comprised of stock consideration of
approximately 3.7 million shares of PNFP common stock and $22.9
million in cash. In addition to the merger consideration, Pinnacle
will assume $20.0 million of subordinated debt previously issued by
Avenue.
Pinnacle, with 44 offices in and around Nashville, Knoxville,
Memphis and Chattanooga, reported total assets of $9.3 billion and
total deposits of nearly $7.0 billion as of March 31, 2016. The
proposed merger with Avenue Financial is expected to result in a
combined financial institution with over $10.5 billion in total
assets and $8.0 billion in total deposits.
About Avenue Financial Holdings, Inc.
Avenue Financial Holdings, Inc., headquartered in Nashville,
Tennessee, was formed as a single-bank holding company in 2006 and
operates primarily through its subsidiary, Avenue Bank. The
Company’s operations are concentrated in the Nashville MSA, with
the vision of building Nashville’s signature bank and serving
clients who value creativity, expertise, and an exceptional level
of personal service. Avenue Bank embodies Nashville’s creative
spirit - redefining how clients experience banking through a unique
“Concierge Banking” model. The bank provides a wide range of
business and personal banking services, including mortgage loans,
with a special emphasis on Commercial, Private Client, Healthcare,
and Music & Entertainment banking. The Company serves clients
through five locations (a corporate headquarters and four retail
branches), a limited deposit courier service (mobile branch) for
select commercial clients, and mobile and online banking services.
The Company’s stock is traded on the NASDAQ Global Select Market
under the ticker symbol “AVNU.”
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 began operations in a single downtown Nashville
location in October 2000 and has since grown to more than $9.3
billion in assets at March 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 www.pnfp.com.
Forward-Looking Statements
All statements, other than statements of historical fact
included in this release, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
The words “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “should,” “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. All forward-looking statements are subject to
risks, uncertainties and other facts that may cause the actual
results, performance or achievements of Pinnacle or Avenue 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
merger with Avenue may not be realized or take longer than
anticipated to be realized, (2) disruption from the merger with
Avenue with customers, suppliers or employee relationships, (3) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement with Avenue,
(4) the risk of successful integration of Avenue’s business with
Pinnacle’s business, (5) the amount of the costs, fees, expenses
and charges related to the merger, (6) reputational risk and the
reaction of the parties’ customers to the proposed merger, (7) the
failure of the closing conditions to be satisfied, (8) the risk
that the integration of Avenue’s operations with Pinnacle’s will be
materially delayed or will be more costly or difficult than
expected, (9) the possibility that the merger may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events, (10) the dilution caused by Pinnacle’s issuance
of additional shares of its common stock in the merger and (11)
general competitive, economic, political and market conditions.
Additional factors which could affect the forward looking
statements can be found in Pinnacle’s and Avenue’s Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K filed with or furnished to the SEC and available on the
SEC's website at http://www.sec.gov. Pinnacle and Avenue disclaim
any obligation to update or revise any forward-looking statements
contained in this release which speak only as of the date hereof,
whether as a result of new information, future events or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160621006513/en/
Avenue Financial Holdings, Inc.Barbara J. Zipperian,
615-736-7786Chief Financial Officer
AVENUE FINANCIAL HOLDINGS, INC. (NASDAQ:AVNU)
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