The Board of Directors of Avenue Financial Holdings and Pinnacle Financial Partners have unanimously agreed in the signing of a definitive agreement to merge Avenue with and into Pinnacle.
"Both we and Pinnacle have been committed to the idea that Nashville deserves a large and impactful local bank. Bringing Nashville's two best locally owned banks together are a fabulous thing for this city," said Ron Samuels, Chairman and Chief Executive Officer of Avenue. "By joining forces, Pinnacle and Avenue can grow faster and more efficiently, realize more value for our shareholders, and provide a broader array of banking services to the client base than we could as independent firms. Since Avenue's founding in 2006, we have focused on offering sophisticated services to Middle Tennessee's businesses and their owners with a personal touch, and we will continue that tradition with Pinnacle."
According to their press release in PR NewsWire, the transaction is currently appreciated at approximately $201.4 million, based on Pinnacle's 10-day average closing price through Jan. 28, 2016, and is consisted of stock consideration of approximately 3.7 million shares of PNFP common stock and $23.2 million in cash. In addition to the merger consideration, Pinnacle will assume $20.0 million of subordinated debt previously issued by Avenue.
"In our march to dominate the four urban markets in Tennessee, we have said for some time that we would be seeking in-market merger opportunities. This merger is consistent with Pinnacle's strategy to grow rapidly and become the dominant bank in the commercial banking and affluent consumer segments in Nashville," said M. Terry Turner, President and Chief Executive Officer at Pinnacle. "Avenue's success can be attributed to the team assembled by its senior leadership, its experienced financial services professionals, and the culture they have created. My personal admiration for Ron Samuels goes back to our involvement in Leadership Nashville in the early 1990s, and I am very excited that we are now on the same team."
With the merger, Samuels will take the position of vice chairman of Pinnacle's board of directors and will serve on Pinnacle's Senior Leadership Team along with Kent Cleaver, Avenue's president and chief operating officer. Three other directors from Avenue, namely: Marty Dickens, former regional executive with AT&T; David Ingram, CEO of Ingram Entertainment; and Joe Galante, former chairman of Sony Music, Nashville, will join Samuels in the board of directors of the combined firm.
"Avenue has built a strong bank that closely follows the Pinnacle model: to create an engaging culture so associates provide distinctive service to clients, thereby generating high profitability for shareholders," Pinnacle's Chairman, Robert A. McCabe Jr, said. "Their directors have played an influential role in Avenue's success, and we expect that Ron, Marty, David and Joe will make significant contributions to Pinnacle's board."
