Pinnacle Financial Partners, Inc. (NasdaqGS:PNFP) signed a definitive agreement to acquire BNC Bancorp (NasdaqCM:BNCN) from Aquiline Financial Services Fund L.P. managed by Aquiline Capital Partners LLC and other shareholders for $1.8 billion on January 22, 2017. Under the terms of the agreement, BNC shareholders will receive 0.5235 shares of Pinnacle common stock for every BNC share. Additionally, each outstanding BNC option that is unexercised prior to the closing will be cashed out and will receive an amount equal to the difference of merger consideration and exercise price. Apart from that, Pinnacle will acquire 0.9 million shares of BNC common stock in respect of outstanding restricted stock awards and restricted stock unit awards, in the aggregate, for an exchange ratio of 0.5235. Pinnacle Financial would also acquire 4.8 million non-voting shares for an exchange ratio of 0.5235. Upon completion of the merger, Pinnacle will merge Bank of North Carolina in itself. The merger agreement provides certain termination rights for both BNC and Pinnacle and further provides that a termination fee of $66 million will be payable by either BNC or Pinnacle upon termination of the merger agreement under certain circumstances, including if the other party or its Board of Directors withdraws or modifies or qualifies in a manner adverse to the other party its recommendation that its shareholders vote in favor of the merger agreement and the transactions contemplated thereby, including the merger, in the case of BNC’s shareholders, and in favor of the issuance of the Pinnacle common stock issuable in the merger, in the case of Pinnacle’s shareholders. Pinnacle Bank and their respective Boards of Directors will take all requisite action to cause the total number of members of their respective Boards of Directors as of the effective time to be eighteen. Richard D. “Rick” Callicutt II, BNC Bancorp's President and Chief Executive Officer, will be named as Chairman of the Carolinas and Virginia region and will join Pinnacle Financial Partners' Board along with three other BNC Bancorp's Directors. David B. Spencer, BNC Bancorp's Senior Executive Vice President and Chief Financial Officer, will be named as Executive Vice President supporting Richard Callicutt and other current Directors of BNC will be selected from Pinnacle from a pool of five current Directors of BNC. Upon completion, Pinnacle will operate the Carolinas and Virginia region out of BNC’s existing corporate headquarters in High Point, North Carolina. The transaction is subject to the receipt of required regulatory approvals, approval of Pinnacle Financial Partners' and BNC Bancorp's shareholders, listing and approval of the shares of Pinnacle which shall be issued to the holders of BNC on NASDAQ and effectiveness of the registration statement (Form S-4) and approval from antitrust bodies. The transaction has been unanimously approved by the Board of Directors of Pinnacle Financial Partners and BNC Bancorp. As of April 6, 2017, transaction was approved by Federal Reserve Bank of Atlanta, the Tennessee Department of Financial Institutions ("TDFI") and the North Carolina Office of the Commissioner of Banks. As of June 12, 2017, the transaction was approved by both BNC Bancorp's and Pinnacle Financial Partners’ shareholders. The transaction is expected to close in the third quarter of 2017. As of June 12, 2017, the transaction is expected to close in the second quarter of 2017. As of June 15, 2017, the transaction is expected to be completed on the morning of June 16, 2017. Pinnacle Financial Partners anticipates the transaction, with cost savings fully phased in and other adjustments, to be accretive to its 2018 earnings per share by approximately 10%, tangible book value and additive to capital ratios with anticipated tier 1 capital raise. Scott Anderson, Lisa Schultz, Michael Garea, Ashwan Bimbhet, Chris Mihok, Scott Christie, Jeffrey Hann, Daniel Cho, Daniel Annino and Tyler Thompson of Keefe, Bruyette & Woods acted as financial advisors and Douglas W. Dahl II, Brad L. Hart, Michael E. Hill, D. Scott Holley, William J. Kent, Bryan W. Metcalf, Lori B. Morgan, Fritz Richter, III, Susan V. Sidwell, Bob F. Thompson and Virginia Maynard Yetter of Bass, Berry & Sims PLC acted as legal advisors to Pinnacle Financial Partners. Lee Burrows of BSP Securities, LLC and Scott Clark, Reid Brewer and Alex Bondroff of Sandler O’Neill + Partners, L.P. acted as financial advisors and fairness opinion providers to BNC Bancorp. Matthew M. Guest, Jacob A. Kling, Bert Y. Ma, Jeannemarie O’Brien, Michael J. Schobel and Joshua M. Holmes of Wachtell, Lipton, Rosen & Katz LLP and James W. Stevens and Brendan Thomas of Troutman Sanders LLP acted as the legal advisors to BNC. Computershare Trust Company, N.A. acted as transfer agent and registrar to Pinnacle. Pinnacle agreed to pay Keefe, Bruyette & Woods (KBW), a non-refundable cash fee equal to 0.45% of the aggregate merger consideration, which fee is currently estimated to be approximately $8.6 million, $1.5 million of which became payable concurrently with the rendering of KBW's opinion and the balance of which is contingent upon the consummation of the merger. Sandler O'Neill's advisory fee is estimated to be approximately $6.8 million, equal to 0.375% of the aggregate purchase price and it will also receive a $0.5 million fee upon rendering its fairness opinion to the BNC Board of Directors. BSP’s advisory fee is estimated to be approximately $6.8 million, equal to 0.375% of the aggregate purchase price and it will also receive a $0.5 million fee upon rendering its fairness opinion to the BNC Board of Directors. Sean Wee of Manatt Phelps & Phillips acted as legal advisor to Pinnacle Financial Partners, Inc.