Note 2. Acquisitions

Acquisition – CapitalMark Bank & Trust.On July 31, 2015, Pinnacle Financial consummated its acquisition of CapitalMark. Pursuant to the terms of the Agreement and Plan of Merger dated as of April 7, 2015 by and among Pinnacle Financial, Pinnacle Bank, and CapitalMark (the CapitalMark Merger Agreement), CapitalMark merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving corporation (the CapitalMark Merger).

By virtue of the CapitalMark Merger, each holder of an issued and outstanding share of common stock of CapitalMark had the right to elect, for each share of CapitalMark Common Stock held by such holder, to receive either (i) 0.50 shares of Pinnacle Financial's Common Stock, (ii) an amount in cash equal to the value of 0.50 shares of Pinnacle Financial's Common Stock, based on the 10-day average closing price for Pinnacle Financial's common stock prior to July 31, 2015 (which such amount equaled $26.78), or (iii) a combination of stock and cash.

Approximately 90% and 10%, respectively, of CapitalMark's outstanding shares of Common Stock as of the effective time of the CapitalMark Merger were converted into shares of Pinnacle Financial Common Stock and cash, respectively. As a result, Pinnacle Financial issued approximately 3.3 million shares of Pinnacle Financial's Common Stock and paid approximately $19.7 million in cash (including payments related to fractional shares) to the CapitalMark shareholders. Fractional shares were converted to cash based on the 10-day average closing price for Pinnacle Financial's Common Stock prior to July 31, 2015. All of CapitalMark's outstanding stock options vested upon consummation of the CapitalMark Merger and were converted into options to purchase shares of Pinnacle Financial's Common Stock at the common stock exchange rates. The fair market value of stock options assumed was $30.4 million.

With this acquisition, Pinnacle Financial expanded its presence in the East Tennessee region by expanding into the Chattanooga MSA. The following summarizes consideration paid and an allocation of purchase price to net assets acquired (dollars in thousands):

	Number of Shares		Amount
Equity consideration
Common stock issued		3,306,184	$	175,525
Fair value of stock options assumed				30,430
Total equity consideration			$	205,955

Non-equity consideration - Cash				19,675
Total consideration paid			$	225,630

Allocation of total consideration paid:
Fair value of net assets assumed including estimated identifiable intangible assets			$	73,186
Goodwill				152,444
			$	225,630

Goodwill originating from the CapitalMark Merger resulted primarily from anticipated synergies arising from the combination of certain operational areas of the businesses as well as the purchase premium inherent in buying a complete and successful banking operation. Goodwill associated with the CapitalMark Merger is not amortizable for book or tax purposes.

Acquisition - Magna Bank. On September 1, 2015, Pinnacle Financial consummated its merger with Magna. Pursuant to the terms of the Agreement and Plan of Merger dated as of April 28, 2015 by and among Pinnacle Financial, Pinnacle Bank and Magna (the Magna Merger Agreement), Magna merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving corporation (the Magna Merger).

By virtue of the Magna Merger, each holder of an issued and outstanding share of common stock of Magna (including shares of Magna's common stock issued automatically upon conversion of Magna's Series D preferred stock immediately prior to the effective time of the Magna Merger) had the right to elect, for each share of Magna common stock held by such holder (including shares of Magna's common stock issued automatically upon conversion of Magna's Series D preferred stock immediately prior to the effective time of the Magna Merger), to receive either (i) 0.3369 shares of Pinnacle Financial's Common Stock, (ii) an amount in cash equal to $14.32, or (iii) a combination of stock and cash.

In total, Magna common shareholders (including holders of shares of Magna's common stock issued automatically upon conversion of Magna's Series D preferred stock immediately prior to the effective time of the Merger) had approximately 75% of their shares of Magna common stock as of the effective time of the Merger (including shares of Magna's common stock issued automatically upon conversion of Magna's Series D preferred stock immediately prior to the effective time of the Merger) converted into shares of Pinnacle Financial Common Stock and approximately 25% of their shares converted into cash. As a result, Pinnacle Financial issued approximately 1.4 million shares of Pinnacle Financial Common Stock and paid approximately $19.5 million in cash (including payments related to fractional shares) to the Magna shareholders. Additionally, at the time of the Magna Merger there were 139,417 unexercised stock options that were exchanged for cash equal to $14.32 less the respective exercise price. This consideration totaled approximately $847,000, including all applicable payroll taxes.

With this acquisition, Pinnacle Financial expanded its presence in the Memphis MSA. The following summarizes consideration paid and a allocation of purchase price to net assets acquired (dollars in thousands)

	Number of Shares		Amount
Equity consideration
Common stock issued		1,371,717	$	63,538
Total equity consideration			$	63,538

Non-Equity Consideration:
Cash paid to common stockholders			$	19,453
Cash paid to exchange outstanding stock options				847
Total consideration paid			$	83,838

Allocation of total consideration paid:
Fair value of net assets assumed including estimated identifiable intangible assets			$	49,050
Goodwill				34,788
			$	83,838

Goodwill originating from the Magna Merger resulted primarily from anticipated synergies arising from the combination of certain operational areas of the businesses as well as the purchase premium inherent in buying a complete and successful banking operation. Goodwill associated with the Magna Merger is not amortizable for book or tax purposes.

Acquisition - Avenue Financial Holdings, Inc. On July 1, 2016, Pinnacle Financial consummated its previously announced acquisition of Avenue. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 1, 2016 by and among Pinnacle Financial, Pinnacle Bank and Avenue (the Avenue Merger Agreement), Avenue merged with and into Pinnacle Financial, with Pinnacle Financial continuing as the surviving corporation (the Avenue Merger). At the same time as the Avenue Merger, Avenue's bank subsidiary Avenue Bank merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving corporation.

The following summarizes the consideration paid and presents a preliminary allocation of purchase price to net assets acquired (dollars in thousands):

	Number of Shares		Amount
Equity consideration:
Common stock issued		3,760,326	$	182,469
Total equity consideration			$	182,469

Non-equity consideration:
Cash paid to common stockholders			$	20,910
Cash paid to exchange outstanding stock options				987
Total consideration paid			$	204,366

Allocation of total consideration paid:
Fair value of net assets assumed including estimated identifiable intangible assets			$	81,695
Goodwill				122,671
			$	204,366

Pinnacle Financial accounted for the aforementioned completed mergers under the acquisition method in accordance with ASC Topic 805. Accordingly, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of merger. Purchase price allocations related to the acquisitions of CapitalMark and Magna have been completed.

The following purchase price allocations on the Avenue Merger are preliminary and will be finalized upon the receipt of final valuations on certain assets and liabilities. Upon receipt of final fair value estimates, which must be within one year of the Avenue Merger date, Pinnacle Financial will make any final adjustments to the purchase price allocation and prospectively adjust any goodwill recorded. Information regarding Pinnacle Financial's loan discount and related deferred tax asset, core deposit intangible asset and related deferred tax liability, as well as income taxes payable and the related deferred tax balances recorded in the Avenue Merger, may be adjusted as Pinnacle Financial refines its estimates. Determining the fair value of assets and liabilities, particularly illiquid assets and liabilities, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair value. Fair value adjustments based on updated estimates could materially affect the goodwill recorded on the Avenue Merger. Pinnacle Financial may incur losses on the acquired loans that are materially different from losses Pinnacle Financial originally projected.

The acquired assets and liabilities, as well as the adjustments to record the assets and liabilities at their estimated fair values, are presented in the following tables (in thousands):

CapitalMark

	As of July 31, 2015
	CapitalMark Historical Cost Basis		Fair Value Adjustments			As Recorded by Pinnacle Financial
Assets
Cash and cash equivalents	$	28,021	$	-		$	28,021
Investment securities⁽¹⁾		150,799		(399	)		150,400
Loans, net of allowance for loan losses⁽²⁾		880,115		(22,600	)		857,515
Mortgage loans held for sale		1,791		-			1,791
Other real estate owned		1,728		-			1,728
Core deposit intangible⁽³⁾		-		6,193			6,193
Other assets⁽⁶⁾		43,526		6,046			49,572
Total Assets	$	1,105,980	$	(10,760	)	$	1,095,220

Liabilities
Interest-bearing deposits⁽⁴⁾	$	758,492	$	891		$	759,383
Non-interest bearing deposits		193,798		-			193,798
Borrowings⁽⁵⁾		32,874		228			33,102
Other liabilities		35,751		-			35,751
Total Liabilities	$	1,020,915	$	1,119		$	1,022,034
Net Assets Acquired	$	85,065	$	(11,879	)	$	73,186

Explanation of certain fair value adjustments:

⁽¹⁾	The amount represents the adjustment of the book value of CapitalMark's investment securities to their estimated fair value on the date of acquisition.
⁽²⁾	The amount represents the adjustment of the net book value of CapitalMark's loans to their estimated fair value based on current interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio.
⁽³⁾	The amount represents the fair value of the core deposit intangible asset representing the intangible value of the deposit base acquired.
⁽⁴⁾	The amount represents the adjustment necessary because the weighted average interest rate of CapitalMark's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
⁽⁵⁾	The amount represents the adjustment necessary because the weighted average interest rate of CapitalMark's FHLB advances exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
⁽⁶⁾	The amount represents the deferred tax asset recognized on the fair value adjustment of CapitalMark's acquired assets and assumed liabilities as well as the fair value adjustment on premises and equipment.

Magna

	As of September 1, 2015
	Magna Historical Cost Basis		Fair Value Adjustments			As Recorded by Pinnacle Financial
Assets
Cash and cash equivalents	$	17,832	$	-		$	17,832
Investment securities⁽¹⁾		60,018		(280	)		59,738
Loans⁽²⁾		453,108		(12,429	)		440,679
Mortgage loans held for sale		18,886		-			18,886
Other real estate owned⁽³⁾		1,471		139			1,610
Core deposit intangible⁽⁴⁾		-		3,170			3,170
Other assets⁽⁵⁾		31,057		4,922			35,979
Total Assets	$	582,372	$	(4,478	)	$	577,894

Liabilities
Interest-bearing deposits⁽⁶⁾	$	402,535	$	1,268		$	403,803
Non-interest bearing deposits		48,851		-			48,851
Borrowings⁽⁷⁾		46,900		506			47,406
Other liabilities⁽⁸⁾		28,043		741			28,784
Total Liabilities	$	526,329	$	2,515		$	528,844
Net Assets Acquired	$	56,043	$	(6,993	)	$	49,050

Explanation of certain fair value adjustments:

⁽¹⁾	The amount represents the adjustment of the book value of Magna's investment securities to their estimated fair value on the date of acquisition.
⁽²⁾	The amount represents the adjustment of the net book value of Magna's loans to their estimated fair value based on interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio.
⁽³⁾	The amount represents the adjustment to the book value of Magna's OREO to fair value on the date of acquisition.
⁽⁴⁾	The amount represents the fair value of the core deposit intangible asset representing the intangible value of the deposit base acquired.
⁽⁵⁾	The amount represents the deferred tax asset recognized on the fair value adjustment of Magna's acquired assets and assumed liabilities as well as the fair value adjustment for the mortgage servicing right and property and equipment. The value of the deferred tax asset was decreased by $1.9 million as a result of the completion of the 2015 tax return.
⁽⁶⁾	The amount represents the adjustment necessary because the weighted average interest rate of Magna's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
⁽⁷⁾	The amount represents the adjustment necessary because the weighted average interest rate of Magna's FHLB advances exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
⁽⁸⁾	The amount represents the adjustment to accrue two potential loss contingencies related to Magna's business operations that existed as of the acquisition date.

Avenue

	As of July 1, 2016
	Avenue Historical Cost Basis		Preliminary Fair Value Adjustments			As Recorded by Pinnacle Financial
Assets
Cash and cash equivalents	$	39,485	$	-		$	39,485
Investment securities⁽¹⁾		163,862		(463	)		163,399
Loans⁽²⁾		980,319		(27,789	)		952,530
Mortgage loans held for sale		3,310		-			3,310
Core deposit intangible⁽³⁾		-		8,845			8,845
Other assets⁽⁴⁾		47,729		8,774			56,503
Total Assets	$	1,234,705	$	(10,633	)	$	1,224,072

Liabilities
Interest-bearing deposits⁽⁵⁾	$	741,635	$	1,400		$	743,035
Non-interest bearing deposits		223,685		-			223,685
Borrowings⁽⁶⁾		142,639		3,240			145,879
Other liabilities		29,719		59			29,778
Total Liabilities	$	1,137,678	$	4,699		$	1,142,377
Net Assets Acquired	$	97,027	$	(15,332	)	$	81,695

Explanation of certain fair value adjustments:

⁽¹⁾	The amount represents the adjustment of the book value of Avenue's investment securities to their estimated fair value on the date of acquisition.
⁽²⁾	The amount represents the adjustment of the net book value of Avenue's loans to their estimated fair value based on interest rates and expected cash flows as of the date of acquisition, which includes estimates of expected credit losses inherent in the portfolio.
⁽³⁾	The amount represents the fair value of the core deposit intangible asset representing the intangible value of the deposit base acquired.
⁽⁴⁾	The amount represents the deferred tax asset recognized on the fair value adjustment of Avenue's acquired assets and assumed liabilities as well as the fair value adjustment for property and equipment.
⁽⁵⁾	The amount represents the adjustment necessary because the weighted average interest rate of Avenue's deposits exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.
⁽⁶⁾	The amount represents the adjustment necessary because the weighted average interest rate of Avenue's FHLB advances and subordinated debt issuance exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce future interest expense over the life of the portfolio.