Cavalry Bancorp (NASDAQ:CAVB)
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From Jun 2019 to Jun 2024
Pinnacle Financial Partners Inc. (Nasdaq: PNFP) today
announced that it had completed its merger with Cavalry Bancorp Inc.
(Nasdaq: CAVB), creating the second largest bank holding company
headquartered in Tennessee with combined assets of approximately $1.8
billion. Based on the fixed exchange ratio of 0.95 shares of Pinnacle
for each share of Cavalry, Pinnacle will issue approximately 6.9
million shares of Pinnacle common stock to Cavalry shareholders in a
tax-free exchange. As a result, based on today's closing price of
Pinnacle common stock of $27.11 per share, the transaction would be
valued at approximately $186 million.
Former shareholders of Cavalry are now shareholders of Pinnacle.
Cavalry shareholders holding Cavalry stock certificates should receive
information regarding the transfer of their stock certificates within
the next few weeks. Cavalry shareholders whose share ownership is held
in brokerage accounts should see the effect of the transfer in their
brokerage accounts over the next few days.
Cavalry will continue to operate under the Cavalry name until the
systems and operations of the two companies are integrated, which is
expected to be completed during the second quarter of 2006.
"The more we have learned about Cavalry's franchise since
announcing this transaction in October, the more excited we have
become about the opportunities this merger creates," said Terry
Turner, Pinnacle president and chief executive officer.
The merger of Pinnacle and Cavalry provides many benefits to
shareholders including:
-- The transaction is anticipated to be accretive to Pinnacle's
estimated earnings in 2006;
-- Further diversification of the company's revenue base with
opportunities to leverage insurance, investment management,
trust and treasury management services across the entire
Pinnacle franchise; and
-- A merger integration plan that requires very few position
eliminations at either firm due to using many of the
operations personnel at Cavalry to support Pinnacle's current
and projected growth.
Ed C. Loughry Jr., former chairman and CEO of Cavalry and incoming
vice-chairman of Pinnacle, said, "We have received overwhelming
support from our clients since we announced our merger with Pinnacle.
Our clients appreciate that they will continue to do business with a
local company and the professionals they have worked with for years
will continue in their current roles. Also, because the number of
shares to be awarded our shareholders was fixed at the time of
announcement, all shareholders have benefited from the 7.7 percent
increase in Pinnacle's stock price since that time."
Cavalry Executive Vice President and Chief Administrative Officer
Bill Jones will be Pinnacle's Rutherford County area executive and
will serve on Pinnacle's leadership team. Cavalry President and Chief
Operating Officer Ronnie Knight will serve as a consultant to
Pinnacle, focusing his efforts on assisting the company in
capitalizing on the significant growth opportunities in Rutherford
County.
Jones, who is also the past president of the Rutherford County
Chamber of Commerce, said, "Our merger with Pinnacle enforces our
long-standing commitment to Rutherford County. The fact that we will
maintain a significant portion of the combined company's operational
infrastructure in Rutherford County enables us to not only protect
many existing jobs in Murfreesboro, but provide a solid base to add
jobs in our area in the future."
Loughry, who has been with Cavalry since 1968, in addition to his
serving as Pinnacle's vice chairman will also be a member of
Pinnacle's executive committee of the board of directors. Two other
Cavalry board members, James C. Cope and William H. Huddleston IV,
join Loughry on the Pinnacle board.
Cope is a partner in the law firm of Cope, Hudson, Scarlett, Reed
& McCreary in Murfreesboro. In addition to practicing general law, he
serves as attorney for Rutherford County, the Middle Tennessee
Electric Membership Corporation, the Murfreesboro Housing Authority
and the Smyrna/Rutherford County Airport Authority. Cope is past
President of the Middle Tennessee State University Foundation and the
Murfreesboro Rotary Club.
Huddleston is president of Huddleston-Steele Engineering Inc. in
Murfreesboro. He currently serves on the City of Murfreesboro
Construction Board of Adjustments and Appeals, the First United
Methodist Church Council of Stewards and is president of The Webb
School Alumni Board.
With the addition of Cavalry, Pinnacle now has 17 offices in the
rapidly growing Nashville-Davidson-Murfreesboro MSA. The merger puts
Pinnacle in the sixth position in overall market share in the MSA and
first in market share in rapidly growing Rutherford County.
Pinnacle Financial Partners Inc., the largest financial services
firm headquartered in Nashville, offers a full range of banking,
investment and insurance products and services designed for small- to
mid-sized businesses and consumers interested in a deep relationship
with their financial advisor. Pinnacle provides financial planning
services by a certified financial planner (CFP (R)), and a number of
Pinnacle's senior financial advisors provide comprehensive wealth
management services to help clients increase, protect and distribute
their assets.
Pinnacle opened its first office in October 2000 in downtown
Nashville and three years later had become the fastest-growing of the
186 national banks chartered in 2000. Additional information on
Pinnacle can be found at www.pnfp.com
Certain of the statements in this release may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The words "expect," "anticipate,"
"intend," "plan," "believe," "seek," "estimate" and similar
expressions are intended to identify such forward-looking statements,
but other statements not based on historical information may also be
considered forward-looking. All forward-looking statements are subject
to risks, uncertainties and other facts that may cause the actual
results, performance or achievements of Pinnacle to differ materially
from any results expressed or implied by such forward-looking
statements. Such factors include, without limitation, (i)
unanticipated deterioration in the financial condition of borrowers
resulting in significant increases in loan losses and provisions for
those losses, (ii) the inability of Pinnacle to continue to grow its
loan portfolio at historic rates, (iii) increased competition with
other financial institutions, (iv) lack of sustained growth in the
economy in the Nashville, Tennessee area, (v) rapid fluctuations or
unanticipated changes in interest rates, (vi) the inability of
Pinnacle to satisfy regulatory requirements for its expansion plans,
(vii) the inability of Pinnacle to execute its expansion plans, (viii)
the inability of Pinnacle to successfully integrate Cavalry's
operations with Pinnacle's and (ix) changes in the legislative and
regulatory environment. A more detailed description of these and other
risks is contained in Pinnacle's most recent annual report on Form
10-K. Many of such factors are beyond Pinnacle's ability to control or
predict, and readers are cautioned not to put undue reliance on such
forward-looking statements. Pinnacle disclaims any obligation to
update or revise any forward-looking statements contained in this
release, whether as a result of new information, future events or
otherwise.