PINNACLE FINANCIAL PARTNERS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee SUBORDINATED INDENTURE Dated as of September 11, 2019 Providing for the Issuance of Subordinated Debt SecuritiesPinnacle Financial Partners Inc • September 11th, 2019 • National commercial banks • New York
THIS SUBORDINATED INDENTURE, between Pinnacle Financial Partners, Inc., a Tennessee corporation (hereinafter called the “Company”) having its principal office at 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201 and, U.S. Bank National Association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 11th day of September, 2019.
Pinnacle Financial Partners, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2019 • Pinnacle Financial Partners Inc • National commercial banks • New York
Pinnacle Financial Partners, Inc., a bank holding company organized under the laws of the State of Tennessee (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 4.125% Fixed-to-Floating Rate Subordinated Notes due September 15, 2029 (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, to be dated as of September 11, 2019, as supplemented by a first supplemental indenture to be dated as of September 11, 2019 (collectively, the “Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “Trustee”). This Underwriting Agreement is referred to herein as this “Agreement”.
