UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 15, 2005
PINNACLE FINANCIAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Tennessee
|
|
000-31225
|
|
62-1812853 |
| (State or Other Jurisdiction of
|
|
(Commission
|
|
(I.R.S. Employer |
| Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 211 Commerce Street, Suite 300
|
|
|
| Nashville, Tennessee
|
|
37201 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(615) 744-3700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-
Balance Sheet Arrangement of a Registrant.
On September 15, 2005, PNFP Statutory Trust II (“PNFP Trust”), a Delaware statutory trust
subsidiary of Pinnacle Financial Partners, Inc. (the “Company”), issued $20,000,000 of its trust
preferred securities to institutional investors. PNFP Trust purchased $20,619,000 of the Company’s
Junior Subordinated Debt Securities due September 30, 2035 (the “Subordinated Debentures”) and the
Company guaranteed, pursuant to a guarantee agreement, payment obligations of PNFP Trust under the
trust preferred securities. Proceeds of the issuance will provide additional capital to Pinnacle
National Bank. The Subordinated Debentures (and PNFP Trust’s trust preferred securities) will be
payable in 2035 and, until September 30, 2010, will bear interest at an annual rate equal to 5.848%
per annum and thereafter at a floating rate equal to three-month LIBOR plus 1.40%. The Company may
defer the payment of interest at any time for a period up to twenty consecutive quarters provided
the deferral period does not extend past the stated maturity. Except upon the occurrence of
certain events resulting in a change in the capital treatment or tax
treatment of the Subordinated Debentures or
resulting in PNFP Trust being deemed to be an investment company
required to register under the Investment Company Act of 1940, the Company may not redeem the
Subordinated Debentures until after September 30, 2010.
2