UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2011
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
N/A
(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)) |
| Item 8.01. | Other Events. |
On December 28, 2011, Pinnacle Financial Partners, Inc. (the “Company”) issued a press release announcing it had repurchased 25% of the preferred shares it sold to the United States Treasury Department (“Treasury”) in December 2008 under the Treasury’s TARP Capital Purchase Program. The total amount paid for the shares being repurchased was approximately $23.9 million inclusive of accrued but unpaid dividends on those shares. In connection with the repurchase, the Company has recognized non-cash accretion of 25 percent of its remaining preferred stock discount associated with the preferred shares originally sold to Treasury which will result in a non-cash charge to net income available to common stockholders of approximately $718,000 during the fourth quarter of 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) |
Exhibits | |
| 99.1 |
Press release issued by Pinnacle Financial Partners, Inc. dated December 28, 2011. | |
SIGNATURES
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: December 28, 2011
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued by Pinnacle Financial Partners, Inc. dated December 28, 2011 | |