pnfp-20200101

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2020

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in charter)

Tennessee

000-31225

62-1812853

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

150 Third Avenue South, Suite 900, Nashville, Tennessee 37201

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (615) 744-3700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol

Name of Exchange on which Registered

Common Stock par value $1.00

PNFP

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Consistent with the disclosure in its Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed with the Securities and Exchange Commission on November 1, 2019, effective January 1, 2020 (the “Redemption Date”), Pinnacle Financial Partners, Inc. (the “Company”) redeemed all of the (i) $20,000,000 outstanding aggregate principal amount of its Fixed/Floating Rate Subordinated Notes due 2024 (the “Avenue Notes”) at a redemption price equal to 100.00% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, in accordance with the terms of the Avenue Notes, and (ii) $60,000,000 outstanding aggregate principal amount of its 5.5% Fixed to Floating Rate Subordinated Notes due October 1, 2024 (the “BNC Notes”) at a redemption price equal to 100.00% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, in accordance with the terms of the BNC Notes Subordinated Indenture (as defined below). The BNC Notes were issued pursuant to that certain Subordinated Indenture, dated as of September 30, 2014, by and between the Company (as successor-in-interest to BNC Bancorp) and Wilmington Trust, National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of September 30, 2014, between the Company and the Trustee, and as further supplemented by that certain Second Supplemental Indenture dated as of June 16, 2017, between the Company and the Trustee (collectively, the “BNC Notes Subordinated Indenture”).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.


			By:			/s/Harold R. Carpenter
			Name:			Harold R. Carpenter
			Title:			Executive Vice President and
						Chief Financial Officer

Date: January 7, 2020


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