UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 3.03. | Material Modification to Rights of Security Holders. |
As more fully described in Item 8.01 of this Current Report on Form 8-K, on June 3, 2020, Pinnacle Financial Partners, Inc. (the “Company”) completed its previously disclosed public offering (the “Offering”) of 5,520,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share (the “Series B Preferred Stock”), with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per Depositary Share). On June 1, 2020, the Company filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Charter, as amended, with the Secretary of State of the State of Tennessee establishing the preferences, limitations and relative rights of the Series B Preferred Stock.
The Series B Preferred Stock ranks senior to the Company’s common stock and will rank senior to each other class or series of capital stock it may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series B Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company. The Series B Preferred Stock will rank on a parity as to dividend rights and rights upon liquidation, dissolution and winding-up of the Company with any class or series of capital stock the Company may issue in the future the terms of which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company.
Under the terms of the Series B Preferred Stock, subject to certain exceptions, the ability of the Company to declare, pay or set aside for payment any dividend or distribution on any shares of its common stock or any other capital stock ranking junior to the Series B preferred stock as to dividend rights or upon liquidation, dissolution or winding-up of the Company, and to repurchase, redeem or otherwise acquire for consideration, directly or indirectly, shares of its common stock or shares of any other capital stock ranking junior to or on parity with the Series B preferred stock as to dividend rights or upon liquidation, dissolution or winding-up of the Company, is subject to certain restrictions in the event that full dividends for the most recently completed dividend period have not been declared and paid (or declared and a sum sufficient for the payment thereof has not been set aside) on all outstanding shares of Series B Preferred Stock. The terms of the Series B Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective upon filing with the Secretary of State of the State of Tennessee, the Articles of Amendment created the Series B Preferred Stock out of the authorized and unissued shares of preferred stock of the Company, established the terms of the Series B Preferred Stock, fixed the number of initially authorized shares of Series B Preferred Stock to 138,000, and provided for certain other rights, preferences, privileges, qualifications, restrictions and limitations of the Series B Preferred Stock. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
| Item 8.01. | Other Events. |
On June 3, 2020, the Company completed the Offering. The Depositary Shares were issued pursuant to an Underwriting Agreement, dated as of May 27, 2020 (the “Underwriting Agreement”), by and among 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 (the “Underwriters”). The 5,520,000 Depositary Shares issued included 720,000 Depositary Shares being issued pursuant to the Underwriters’ full exercise of their option to purchase additional Depositary Shares pursuant to the Underwriting Agreement.
In connection with the issuance of the Depositary Shares, on June 3, 2020, the Company entered into a Deposit Agreement (the “Deposit Agreement”) with Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary of the Depositary Shares (“Depositary”), and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares. On the same date, the 138,000 shares of Series B Preferred Stock underlying the Depositary Shares were deposited with the Depositary against the delivery of the Depositary Receipts pursuant to the Deposit Agreement. A copy of the Deposit Agreement is attached hereto as Exhibit 4.1, a specimen of certificate representing the Series B Preferred Stock is attached hereto as Exhibit 4.2 and the form of Depositary Receipt is attached hereto as Exhibit 4.3. The foregoing description of the Deposit Agreement, the specimen of certificate representing the Series B Preferred Stock and the Depositary Receipts are qualified in their entirety by reference to Exhibits 4.1, 4.2 and 4.3, respectively, each of which is incorporated by reference herein.
A copy of the opinion of Bass, Berry & Sims PLC, counsel to the Company, relating to the legality of the Depositary Shares is filed as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 3.1 |
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| 4.1 |
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| 4.2 |
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| 4.3 |
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| 5.1 |
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| 23.1 |
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1 hereto) | |||
| 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 3, 2020
| PINNACLE FINANCIAL PARTNERS, INC. | ||
| By: |
/s/ Harold R. Carpenter | |
| Name: |
Harold R. Carpenter | |
| Title: |
Executive Vice President and Chief Financial Officer | |