UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement |
On May 27, 2020, Pinnacle Financial Partners, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and amongst the Company and Keefe, Bruyette & Woods, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Raymond James & Associates, Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 4,800,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”), no par value, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The Company has granted to the Underwriters an option, exercisable for 30 days, to purchase up to an additional 720,000 Depositary Shares, at the public offering price less the underwriting discount. The Underwriting Agreement includes customary representations, warranties and covenants by the Company, indemnification rights and obligations of the parties and termination provisions.
The Depositary Shares are being offered and sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-238707), which was filed with the Securities and Exchange Commission (“SEC”) on May 27, 2020 (the “Registration Statement”), as supplemented by the prospectus supplement, dated May 27, 2020 (the “Prospectus Supplement), filed with the SEC on May 28, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |||
| 1.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: June 1, 2020
| PINNACLE FINANCIAL PARTNERS, INC. | ||
| By: |
/s/ Harold R. Carpenter | |
| Name: |
Harold R. Carpenter | |
| Title: |
Executive Vice President and Chief Financial Officer | |