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8-K - AVENUE FINANCIAL HOLDINGS, INC. 8-K - Avenue Financial Holdings, Inc. | a51366223.htm |
EX-99.1 - EXHIBIT 99.1 - Avenue Financial Holdings, Inc. | a51366223ex99_1.htm |
Exhibit 99.2
Shareholder MeetingJune 21,
2016
Forward-Looking Statements
Certain statements in this press release contain forward-looking
statements within the meaning of the federal securities laws. These
forward-looking statements reflect our current views with respect to,
among other things, future events and our financial performance. These
statements are often, but not always, made through the use of words or
phrases such as “may,” “should,” “could,” “predict,” “potential,”
“believe,” “will likely result,” “expect,” “continue,” “will,”
“anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,”
“would,” and “outlook,” or the negative version of those words or other
comparable words of a future or forward-looking nature. These
forward-looking statements are not historical facts, and are based on
current expectations, estimates and projections about our industry,
management’s beliefs and certain assumptions made by management, many of
which, by their nature, are inherently uncertain and beyond our control.
Accordingly, we caution you that any such forward-looking statements are
not guarantees of future performance and are subject to risks,
assumptions and uncertainties that are difficult to predict. Although we
believe that the expectations reflected in these forward-looking
statements are reasonable as of the date made, actual results may prove
to be materially different from the results expressed or implied by the
forward-looking statements.You should not place undue reliance on any
forward-looking statement. There are or will be important factors that
could cause our actual results to differ materially from those indicated
in these forward-looking statements, including, but are not limited to,
the following: market and economic conditions (including interest rate
environment, levels of public offerings, mergers and acquisitions, or
M&A, and venture capital financing activities) and the associated impact
on us; changes in management personnel; deterioration of our asset
quality; our overall management of interest rate risk, including
managing the sensitivity of our interest-earning assets and
interest-bearing liabilities to interest rates, and the impact to
earnings from a change in interest rates; our ability to execute our
strategy and to achieve organic loan and deposit growth; the adequacy of
reserves (including allowance for loan and lease losses) and the
appropriateness of our methodology for calculating such reserves;
volatility and direction of market interest rates; the sufficiency of
our capital, including sources of capital (such as funds generated
through retained earnings) and the extent to which capital may be used
or required; our overall investment plans, strategies and activities,
including our investment of excess cash/liquidity; operational,
liquidity and credit risks associated with our business; increased
competition in the financial services industry, nationally, regionally
or locally, which may adversely affect pricing and terms; the level of
client investment fees and associated margins; changes in the regulatory
environment; changes in trade, monetary and fiscal policies and laws;
governmental legislation and regulation, including changes in accounting
regulation or standards, the nature and timing of the adoption and
effectiveness of new requirements under the Dodd-Frank Act, Basel
guidelines, capital requirements and other applicable laws and
regulations; changes in interpretation of existing law and regulation;
further government intervention in the U.S. financial system; and other
factors that are discussed under the heading “Risk Factors” in our
filings with the Securities and Exchange Commission.The foregoing
factors should not be construed as exhaustive and should be read in
conjunction with other cautionary statements that are included in the
Company’s Form 10-K and subsequent periodic reports filed with the
Securities and Exchange Commission. Any forward-looking statement speaks
only as of the date on which it is made, and we do not undertake any
obligation to publicly update or review any forward-looking statement,
whether as a result of new information, future developments or
otherwise. New factors emerge from time to time, and it is not possible
for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statement.
Transaction Recap January
28, 2016 Consideration Transaction Value AvenueLeadership $2.00 per
share in cash ~$201 million (based on PNFP closing stock on 6/20/16) Key
leadership agreed to three-year agreements Avenue Directors, Ron
Samuels, Marty Dickens,David Ingram and Joe Galante will join PNFP board
Date Announced 90% stock / 10% cash based on fully-diluted shares
outstanding Closing Date July 1, 2016
Timeline January 28, 2016:
Merger AnnouncedMay 13, 2016: FDIC Regulatory Approval ObtainedMay 19,
2016: TDFI Regulatory Approval ObtainedJune 21, 2016: Special Meeting
for Shareholder ApprovalJuly 1, 2016: Proposed Closing
DateSeptember/October 2016: Proposed Systems Conversion
Legal Closing Date Avenue
Financial Holdings merges into Pinnacle Financial PartnersAvenue Bank
merges into Pinnacle BankAvenue Bank name, brand and logo exists as a
division of Pinnacle BankAll Branches remain open with business as usual
Systems Conversion Date
Accounts converted to Pinnacle Bank systemsCool Springs and West End
branches closeNew signage
Questions Before Merger
Date:Barb Zipperian, Avenue CFO, 615-736-7786Post Merger Date:Media
Contact: Nikki Klemmer, 615-743-6132Financial Contact: Harold Carpenter,
615-744-3742
Avenue financial holdings Pinnacle FINANCIAL PARTNERS