Nashville bank to acquire CapitalMark for $187 million

Craig Holley, Chairman, President, and CEO of CapitalMark Bank & Trust
photo Craig Holley, Chairman, President, and CEO of CapitalMark Bank & Trust

One of Nashville's biggest banks plans to acquire CapitalMark Bank & Trust in Chattanooga for $187 million in cash and stock.

Pinnacle Financial Partners, Inc., a 15-year-old bank holding company with assets of nearly $6 billion in Nashville, announced today it will buy CapitalMark, subject to approval regulatory and shareholder approval.

At the time of closing, the combined banks are projected to have total assets of more than $7 billion, with Pinnacle operating 37 offices in 12 counties, including three high-growth counties new to the Pinnacle footprint.

CapitalMark, which was founded in 2007 and has grown to $968 million in assets, operates just four offices and has been one of the highest-performing and fastest growing banks in the region.

R. Craig Holley, chairman, president and chief executive officer of CapitalMark, will be named Chattanooga chairman for Pinnacle after the acquisition is consummated. He will serve on Pinnacle's 10-member Senior Leadership Team and will report to Pinnacle's president and chief executive officer, M. Terry Turner.

"CapitalMark is excited to partner with an organization that shares our commitment to excellent client service and has demonstrated strong operating performance and a long-term track record of growth," Holley said in a statement. "I strongly believe that, collectively, the two franchises can accomplish more, grow more efficiently and realize more value for our shareholders together than independently."

Turner, who will be CEO of the combined banks, said the purchase "is consistent with Pinnacle's strategy to grow rapidly while operating in all of Tennessee's four urban markets.

"In addition to accelerating the rapid growth we had already projected for Pinnacle, this acquisition brings together two institutions with strong records of performance, credit quality, client satisfaction and a highly complementary geographic footprint. CapitalMark had many strategic opportunities to consider, and we are excited to have them join us," Turner said.

Pinnacle plans to consolidate CapitalMark's Knoxville office into nearby Pinnacle locations in Knox County and to redeploy the staff from these offices to other nearby offices. The combined institution will have the No. 4 market share in metropolitan Nashville, the No. 4 market share in metropolitan Chattanooga, and the No. 6 share position in metropolitan Knoxville.

Upon consummation of the merger, CapitalMark director Charles E. Brock, president and CEO of Launch Tennessee, is expected to become a director of Pinnacle's board. Additionally, Kenneth C. Dyer III, CapitalMark's banking group president, will become Pinnacle's Chattanooga president and a member of its Leadership Team. R. Ryan Murphy III, CapitalMark's business unit group head, will be responsible for Pinnacle's client services group in Chattanooga and also will join its Leadership Team.

Under the terms of the merger agreement, CapitalMark shareholders will have the option to either convert their outstanding shares of common stock into 0.50 shares of Pinnacle's common stock plus cash in lieu of any fractional shares, or to convert their shares into a cash payment equal to the product of 0.50 multiplied by the average trading price for Pinnacle's common stock on the Nasdaq Global Select Market for a 10-day period prior to the closing of the transaction, provided that 90 percent of the consideration paid to the CapitalMark common shareholders shall be paid in shares of Pinnacle's common stock.

Additionally, CapitalMark's outstanding stock options will be converted into approximately 860,000 Pinnacle options and will be fully vested upon consummation of the merger pursuant to CapitalMark' s stock option plan. At closing, CapitalMark shareholders will own approximately 9.7 percent of the combined firm on a fully diluted basis.