Wednesday, April 29, 2015

Pinnacle Financial Partners Announces Agreement to Acquire Magna Bank in ... - Business Wire (press release)

NASHVILLE, Tenn. & MEMPHIS, Tenn.--(BUSINESS WIRE)--Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and Magna Bank (“Magna”) jointly announced today the signing of a definitive agreement for Pinnacle to acquire Magna via merger. The proposed merger of Magna with and into Pinnacle has been approved by each company’s Board of Directors and is expected to close early in the fourth quarter of 2015. Completion of the transaction is subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Magna’s shareholders.

Magna, which is headquartered in Memphis, TN, reported $595.0 million in total assets and $452.1 million in deposits as of March 31, 2015 and currently operates five banking offices in Shelby County: two in East Memphis, two in Germantown and one in Cordova. The company also operates mortgage lending offices in 14 locations in Memphis and Middle Tennessee. During the first quarter of 2015, Magna reported loan growth of $9.7 million, or 8.8 percent linked quarter annualized, and deposit growth of $15.4 million, or 13.7 percent linked quarter annualized.

Magna’s tangible equity approximated $9.86 per common share as of March 31, 2015, and the firm reported first quarter 2015 net income of approximately $1.4 million, which represented a growth rate of 33.0 percent over the first quarter of 2014. Magna’s return on average assets for the first quarter of 2015 was 1.01 percent, its net interest margin was 3.33 percent, and its noninterest income represented 37.3 percent of total revenues in the first quarter.

In early April Pinnacle announced a definitive agreement to acquire CapitalMark Bank & Trust in Chattanooga, TN. When the CapitalMark and Magna mergers close, the combined companies are projected to have total assets of more than $8.0 billion, with Pinnacle operating 42 offices in 13 Tennessee counties.

Kirk P. Bailey, Magna’s chairman, president and chief executive officer, will be named Memphis chairman for Pinnacle after the acquisition is consummated. He will serve on Pinnacle’s 11-member Senior Leadership Team and will report to Pinnacle’s president and chief executive officer, M. Terry Turner.

“We have focused on building a great place to work and competing by providing better service than the large regionals that have previously dominated this market,” Bailey said. “Given Pinnacle’s track record as being one of the top banks in the country to work for and their ability to better serve clients, they are an extraordinarily attractive partner for us.”

The combination of Pinnacle and Magna provides many opportunities to both companies’ shareholders, including:

  • Establishment of a strong footprint in all of the four major urban markets in Tennessee. In addition to providing Pinnacle with access to a new market, the firm’s locations in Middle and East Tennessee will enhance the service distribution for Magna clients.
  • Immediate accretion to Pinnacle’s tangible book value and operating earnings in the first 12 months. The merger will expand Pinnacle’s geographic reach, increase Magna’s lending capacity and realize cost savings that allow the combined companies to achieve a faster earnings growth rate.
  • Excellent credit quality from both institutions, which is the principal determinant of a bank’s ability to provide long-term shareholder value.

“We have long said that we plan to operate in each of Tennessee’s four urban markets. Memphis is the largest city and second-largest MSA in the state, and the Magna acquisition will complete our current geographic market expansion plans,” Pinnacle CEO Turner said. “We see ample opportunities in Memphis, where the competitive landscape is virtually identical to the markets where we historically have been successful—Nashville and Knoxville. This acquisition provides us an immediate footprint in Memphis from which to leverage our strategy of hiring the best bankers in the market and positions us to reach our goal of at least $2.5 billion in assets in the Memphis MSA.”

Under the terms of the merger agreement, Magna shareholders will have the right to elect to convert their outstanding shares of common stock into 0.3369 shares of Pinnacle’s common stock plus cash in lieu of any fractional shares, or into a cash payment equal to $14.32 per Magna share, or into a combination of 0.3369 shares of Pinnacle’s common stock and $14.32 in cash at a ratio of 75 percent stock and 25 percent cash. Because the maximum amount of stock and cash that Pinnacle will pay in the merger is capped at 75 percent and 25 percent, respectively, of Magna’s outstanding shares, those Magna shareholders that elect either all stock or all cash may automatically have their elections adjusted so that, in the aggregate, 75 percent of all Magna shares outstanding will be converted into shares of Pinnacle’s common stock and 25 percent will be converted into cash.

Magna’s 328,350 stock options will be fully vested upon consummation of the merger pursuant to Magna’s stock option plan. At closing, Magna’s outstanding unexercised stock options will be settled in cash for the difference between the option’s exercise price and $14.32. At the closing, Magna shareholders will own approximately 3.3 percent of the combined firm, assuming all of Magna’s options are cashed out.

The transaction is currently valued at approximately $83.4 million based on Pinnacle’s closing price on April 28, 2015, based on the issuance of approximately 1.325 million shares of PNFP common stock and $20.7 million in cash, in each case assuming none of the options are exercised prior to closing. Additionally, Pinnacle plans to redeem at closing the $18.35 million in Series C preferred stock issued by Magna in connection with its participation in the U.S. Treasury’s Small Business Lending Fund program.

Pinnacle expects its fully diluted earnings per share to be reduced in the fourth quarter of 2015 by less than 1.0 percent, while 2016 earnings should be increased by approximately 3.0 percent. Pinnacle’s tangible book value per share should increase as of the merger date.

Pinnacle, with 29 offices in eight Middle Tennessee counties and five offices in Knox County, reported total assets of $6.3 billion and total deposits of nearly $4.8 billion as of March 31, 2015.

Upon consummation of the merger, Magna director Thomas C. Farnsworth III of Farnsworth Holding Company in Memphis is expected to become a director of Pinnacle’s board. Additionally, Lisa Foley, an executive vice president and retail banking division manager at Magna, will manage Pinnacle’s client services group in Memphis and serve on the firm’s Leadership Team. B. Frank Stallworth, Magna’s executive vice president responsible for commercial and multifamily real estate lending, will serve as Pinnacle’s commercial real estate manager in Memphis and also will join Pinnacle’s Leadership Team. Lisa Reid, Magna’s executive vice president of residential mortgage in Memphis, will serve as Pinnacle’s mortgage manager in Memphis and will join the firm’s Leadership Team.

“Magna’s strong commercial real estate practice is particularly attractive to us as we work toward our goal of becoming the dominant CRE lender in the markets we serve,” Pinnacle Chairman Robert A. McCabe Jr. said. “Pinnacle’s expanded treasury management and wealth management services will be a significant opportunity to grow existing relationships with Magna’s commercial and affluent client base. We look forward to continuing Magna’s strong tradition of giving back to the community with a focus on providing affordable housing resources.”

Systems conversions are anticipated to be completed during the fourth quarter of 2015.

Sandler O’Neill + Partners, L.P. served as financial advisor to Pinnacle, and Bass, Berry & Sims PLC was Pinnacle’s legal advisor. Stephens Inc. and SunTrust Robinson Humphrey acted as financial advisors to Magna, and Wyatt Tarrant & Combs LLP was Magna’s legal advisor.

In connection with the proposed acquisition of Magna, Pinnacle will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Pinnacle common stock to be issued to the shareholders of Magna.

Pinnacle will host a webcast conference call to discuss the definitive agreement and other aspects of the business combination at 8:30 a.m. CDT on Wednesday, April 29, 2015. To access the call for audio only, please call 1-877-602-7944. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

About Pinnacle

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to approximately $6.3 billion in assets at March 31, 2015. At March 31, 2015, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and five offices in Knoxville. Additionally, Great Place to Work® named Pinnacle one of the best workplaces in the United States on its 2014 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the second best bank to work for in the country.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

About Magna

Magna Bank is a vibrant community bank based in Memphis with a vision of becoming the dominant community bank in the area. Magna is a leader among locally owned banks in Memphis in residential and commercial mortgage lending, small business lending and private banking. Magna offers a full array of banking services and prides itself in being large enough to serve its customers’ needs, yet small enough to offer the best customer service available. For more information, please visit: www.magnabank.com.

Additional Information and Where to Find It

In connection with the proposed merger, Pinnacle Financial Partners, Inc. (“Pinnacle”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Pinnacle common stock that will be issued to Magna Bank’s shareholders in connection with the transaction. The registration statement will include a proxy statement/prospectus (that will be delivered to Magna Bank’s shareholders in connection with their required approval of the proposed merger) and other relevant materials in connection with the proposed merger transaction involving Pinnacle Bank and Magna Bank (“Magna”).

INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, MAGNA AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or Magna Bank, 6525 Quail Hollow Road, Suite 513, Memphis, TN 38120 Attention: Shareholder Services (901) 259-5600.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements

All statements, other than statements of historical fact included in this release, are 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 including statements about the benefits to Pinnacle of the proposed merger transaction, Pinnacle’s future financial and operating results (including the anticipated impact of the merger on Pinnacle’s earnings and tangible book value) and Pinnacle's plans, objectives and intentions. 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, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of the two companies’ businesses, (5) the failure of Magna’s shareholders to approve the merger, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability to obtain required governmental approvals of the proposed terms of the merger, (8) reputational risk and the reaction of the parties’ customers to the proposed merger, (9) the failure of the closing conditions to be satisfied, (10) the risk that the integration of Magna’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (13) general competitive, economic, politics of and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle and Magna disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Pinnacle Financial Partners and Magna Bank
Merger Fact Sheet
April 28, 2015

Anticipated Size at Closing (Projected for early fourth quarter 2015)

  • More than $8 billion in assets
    • Pinnacle – $6.3 billion (as of March 31, 2015)
    • CapitalMark – $968 million (as of March 31, 2015)
    • Magna Bank – $595 million (as of March 31, 2015)
  • Second-largest bank holding company headquartered in Tennessee
    • Fourth-largest market share in the Nashville-Davidson-Murfreesboro MSA
    • Fourth-largest market share in Chattanooga MSA
    • Sixth-largest market share in Knoxville MSA
    • 12th-largest market share in Memphis MSA

Current Offices

  • Pinnacle: 34
  • CapitalMark: 4
  • Magna: 5
             
County   Pinnacle   CapitalMark   Magna
Anderson       1    
Bedford   1        
Bradley       1    
Cheatham   1        
Davidson   9        
Dickson   1        
Hamilton       1    
Knox   5   1*    
Rutherford   8        
Shelby           5
Sumner   1        
Wilson   4        
Williamson   4        
     

* CapitalMark’s downtown Knoxville office will be consolidated with nearby Pinnacle locations in Knox County.

Number of Associates at March 31, 2015

  • Pinnacle: 800
  • CapitalMark: 114
  • Magna: 153

Trading Symbols

  • Pinnacle: PNFP (Nasdaq/NGS)
  • CapitalMark: N/A
  • Magna: N/A

Websites

Big Cyress Lodge Offers Unique Hotel Experience - Local Memphis

MEMPHIS, TN (localmemphis.com) – This is the week. After 10 years of planning, of canceled deadlines, of promise after promise, Bass Pro Shops is finally opening The Pyramid store.

Monday afternoon, Local 24 got a good look at the 103 room hotel.

It's called the Big Cypress Lodge. A hotel with screened in porches circling the inside of The Pyramid.

In what was once a sports arena, it is hard to visualize basketball or concerts, and 20,000 people who used to fill the seats.

Now it is big. Everything is big.

The Bass Pro Shop...and overlooking all of this will be people in the hotel.

"It is the first hotel inside of a Bass Pro Shops. As you can see it is extremely unique for a lot of reasons," hotel manager Lana McDonald said.

Here is one reason. Every piece of furniture was made specifically for this place And another. Its rooms have views. Views you won't find in other hotels.

"Not all of our rooms have porches. The majority do. We do have some exterior rooms with windows facing Memphis," McDonald said.

So some folks will have views of a city where leaders are betting the butter and egg money on Bass Pro's Pyramid store sparking development in downtown.

One thing for sure. If people can afford to stay at this hotel, they should be able to afford Memphis.

"Our room rates start at $259,” McDonald said.

Officials are working like crazy to get everything ready for the first public event Wednesday. Most of the stuff is ready, but it is going to be close.

Memphis mulling mow-to-own program - WMC Action News 5

MEMPHIS, Tenn. (AP) - Memphis officials are exploring a new program to improve blighted properties across the city.

The Commercial Appeal (http://bit.ly/1bLyqRB) reports the City Council last week approved a measure to create a committee that will come up with a plan to implement a mow-to-own program. If ultimately approved, it would allow residents that cut grass and maintain blighted properties adjacent their own to take possession of it.

There are about 6,000 properties in Memphis and Shelby County land banks and about $8 million is spent each year to mow and maintain them.

Councilman Berlin Boyd suggested the idea as a way to mitigate that cost and give an incentive for people to take pride in their community.

Information from: The Commercial Appeal, http://ift.tt/12zhHdI

Copyright 2015 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

TN Shakespeare Company Sets Titles for Inaugural SHOWPLACE MEMPHIS - Broadway World

TN Shakespeare Company Sets Titles for Inaugural SHOWPLACE MEMPHIS

As part of Tennessee Shakespeare Company's first year-round season, the development of three exciting new musicals launches on the University of Memphis Mainstage this summer with Showplace Memphis: Musical Works in Progress.

Sponsored by one of Broadway's elite musical licensing companies, Theatrical Rights Worldwide (TRW) and President/CEO Steve Spiegel, based in New York City, Showplace Memphis partners TSC and the University of Memphis' Department of Theatre & Dance in a very special collaboration that could be the next creative stage for these musicals en route to full productions in New York and on the regional theatre circuit across the U.S.

TRW has selected three musical scripts in various stages of development to be presented to Memphis audiences as professional, Actors' Equity Association "Readings." TSC has cast the musicals from around the country with a number of Broadway performers.

Each of the shows' creators will collaborate and rehearse in Memphis for ten days leading up to each reading. Each musical will be played and sung in its entirety and with musical accompaniment on the U of M's luxurious Mainstage, located at 3745 Central Avenue in Memphis. No other design elements (scenic/costumes/lights) will be integrated.

Audiences will have an opportunity to speak with the actors and creators of each musical immediately following each Reading. Audiences also will inform each production by completing an audience survey that will help each creative team in future development phases.

Theatrical Rights Worldwide represents musicals from Broadway and Off-Broadway, as well as shows originating in regional theatres. TRW cultivates and introduces new work along with extending the production life of musicals to all theatrical marketplaces worldwide. TRW licenses productions to a broad range of customers, from schools to Broadway. As agents for the authors, TRW grants live stage production rights and provides performance and rehearsal materials and tools to enhance the actor, musician, and audience experience. Its Broadway collection includes Memphis-centric musicals All Shook Up: The Music of Elvis Presley, Ring of Fire: The Music of Johnny Cash, and the Tony Award-winning Best Musical Memphis. Its internationally-popular collection also includes Jersey Boys, Monty Python's Spamalot, which won the Tony for Best Musical, Kander and Ebb's Curtains, The Color Purple, and recent releases Ghost the Musical, Big Fish, and The Addams Family.

"With Memphis' long history and unmatched appreciation for the Arts, bringing TRW's new works festival here offers the ideal location for fostering artists and creativity," said Mr. Spiegel. "This is TRW's platform for the future, and we eagerly look forward to housing this annual event in this great city."

Showcase Memphis Schedule of Musical Readings:

Tenderly, The Rosemary Clooney Musical
based on the life of Rosemary Clooney
by Janet Yates Vogt and Mark Freidman
directed by Kent Nicholson
musical direction by Matt Castle
Title Sponsors: Pat and Thane Smith
Reading: Saturday, May 23 at 7:00 pm
University of Memphis Theatre Building Mainstage

The story of Rosemary Clooney, America's favorite girl singer, is brought to life in this exhilarating and inspiring new musical biography. Her journey starts with her humble Midwest childhood and rise to Hollywood stardom, and continues beyond battles with depression to a triumphant comeback. Through it all, she topped the charts for nearly five decades with signature songs. Tenderly offers a remarkably personal and poignant picture of the woman whose unparalleled talent and unbridled personality made her a legend.

The show, which received rave reviews and a double-extension of its run in its second incarnation at Cincinnati Playhouse earlier this year, features 17 of Ms. Clooney's signature hits, including "Hey There (you with the stars in your eyes)," "Tenderly," and "Come On-A My House."

Tenderly, which is generously sponsored at Showcase Memphis by Pat and Thane Smith, returns its popular Cincinnati cast members, Michael Marotta and Susan Haefner (Broadway's State Fair, Thoroughly Modern Millie, and 42nd Street).

In 2005, creators Janet Yates Vogt and Mark Friedman were named National Music Educators of the Year. Janet and Mark's first collaboration, Anne of Green Gables, has played at theatres across the country, including Village Theatre (WA), The Barter Theatre (VA), and the Victoria Theatre (OH). Janet and Mark's extremely popular musical adaptation of Melinda Long's best-selling children's book How I Became a Pirate, was commissioned by First Stage Theatre (Milwaukee) in 2008 and has been rollicking its way across many stages, including Cape Rep, the Des Moines Playhouse, Riverside Theatre, and Children's Theatre of Cincinnati. Their powerful and moving musical, Harriet and Sam, captures the times and events of pre- and post-Civil War America as seen through the eyes of Harriet Beecher Stowe and Mark Twain. Janet and Mark also have penned a humorous, irreverent, and satirical look at married relationships with their musical cabaret, War Games: Marriage on the Front Lines. Their holiday show Ebenezer (a musical version of "A Christmas Carol") has been delighting audiences for the past five years. Sleepy Hollow: A Musical Tale, commissioned by Kalamazoo Civic Theatre, premiered on Halloween 2010 and has just been added to Columbus Children's Theatre upcoming season. For more information: http://ift.tt/1IfpZu5.

Midsummer Night
a musical loosely adapted from William Shakespeare's A Midsummer Night's Dream
with book, music and new lyrics by Brendan Milburn and Valerie Vigoda
additional music by Gene Lewin
adaptation conceived and directed by Janet Roston
musical direction by Ryan O'Connell
Reading: Saturday, June 27 at 7:00 pm
University of Memphis Theatre Building Mainstage

What if the madness of William Shakespeare's A Midsummer Night's Dream took place at a Rock Festival? Songwriters Brendan Milburn and Valerie Vigoda (Striking 12, Sleeping Beauty Wakes) join with co-creator/director Janet Roston for a new take on Shakespeare's beloved comedy. It's a rollicking collision of rock music, iambic pentameter and hipsters - where rock stars Titania and Oberon quarrel, festival assistant Puck creates havoc, and roadie Bottom gets a chance to shine. Live music, glow sticks, and power chords!

The cast of eleven singers from Los Angeles, NYC, and Memphis includes Katrina Lenk (Titania) from Broadway's Once and Spider-Man: Turn Off the Dark.

Keyboardist Milburn and electric violinist Vigoda have been singing and writing songs together for over 20 years, first for their band GrooveLily, and more recently for musical theatre and film. Theatre: Striking Twelve, Sleeping Beauty Wakes, Beautiful Poison, Wheelhouse, Toy Story: The Musical, Long Short Story, A Midsummer Night's Dream, its complete reworking as the rock musical Midsummer Night, and Ernest Shackleton Loves Me. Film: many songs for Tinker Bell for Disney animated movies. Awards: LA Ovation Awards (2007), Jonathan Larson Award (2006 and 2008), ASCAP Foundation Richard Rodgers New Horizons Award (2009), Annie Award nominations (2011 and 2012), and Broadway World Seattle Critic's Choice Awards (2014). For more information: milburn-vigoda.com.

The Oliver Experiment
book and lyrics by Jeremy Desmon
music by Jeff Thomson
Reading: Saturday, August 15 at 7:00 pm
University of Memphis Theatre Building Mainstage

What if your entire life were a Broadway musical... and you had no clue?

Unbeknownst to Ollie, he is the beloved star of The Oliver Experiment - "Now in its 19th year!" - a fanciful piece of theatre magic concocted by his over-protective father to give his son a life of music and innocence and Happily-Ever-Afters. With its colorful cast and ever-evolving storylines, the magnificent secret is maintained at all costs...until the night Ollie notices a beautiful, young understudy in the chorus. Writers Thomson and Desmon (Pump Up The Volume) explore the lengths we go to protect the ones we love in this funny, tuneful, and theatrical coming-of-age story.

Jeremy Desmon (Bookwriter/Lyricist) is an award-winning writer whose stories have played around the world. The Girl in the Frame, seen in over a dozen productions, earned him the prestigious Edward Kleban Prize as America's most promising Musical Theatre Bookwriter. Jeremy is best known for the rock musical Pump Up the Volume, Good News, 7½ Wondrous Act(s) of True Love, Surviving the Avalanche, and his high-school musical, Cyrano de BurgerShack. In addition, Jeremy writes "family theatrical"/touring arena shows for some of the world's most recognizable characters in Disney Live's Mickey's Music Festival!, Universal's Curious George Live!, and Sesame Workshop's Elmo Rocks! He is proud to have written multiple editions of The Greatest Show on Earth for Ringling Bros. and Barnum & Bailey Circus. For more information: www.jeremydesmon.com.

Jeff Thomson (Composer) is a recipient of the Jonathan Larson Performing Arts Foundation Award, as well as the Dramatist Guild Musical Theatre Writing Fellowship. His original musical Trails was performed at the Los Angeles and New York Musical Theatre Festivals, winning him the NYMF award for Best Music as well as the Stage Entertainment Development Award. Recently, Trails made its international debut in Tokyo, Japan. Other projects include the club musical adaptation of the cult film Jawbreaker, and the arena rock musical adaptation of the 1990 film, Pump Up the Volume. He was commissioned by Broadway Across America to compose the score to the upcoming children's musical Madlibs Live! and was selected to write the music for an upcoming animated movie musical for Amazon Studios. He is currently developing two musical motion pictures. For more information: http://ift.tt/1Ifq0OD.

"This new Festival should prove to be one of the most exciting theatre projects Memphis has experienced in quite a while," says E. Frank Bluestein, TSC Executive Director and Project Director for TRW's Showplace Memphis. "Thanks to Theatrical Rights Worldwide, we will get a first-hand opportunity to view original musicals in their infancy, as they are developed here in our city, on their way to an eventual professional debut - hopefully in New York and beyond."

All readings are general admission; first come/first seated. General Admission tickets are just $15 and are on sale now. Students 22 and younger and Seniors 62 and older receive discounted $10 tickets.

Each performance will be presented inside on the Mainstage at the University of Memphis Theatre Building, which is located on the main campus at 3745 Central Avenue in Memphis, TN.

Purchase tickets in person Monday - Friday, 9:00 am - 5:00 pm at TSC's office located at 3092 Village Shops Drive in Germantown, or by calling 901-759-0604, or by going on-line to http://ift.tt/1Ifq0OJ.

Passerby pulls crash victim from burning car - WMC Action News 5

MEMPHIS, TN (WMC) - A fiery crash on Interstate 240 near the Lamar Avenue exit injured two people Thursday morning just after midnight.

The man at the wheel, Terrence Hardin, said he fell asleep. The car flipped several times and Hardin was thrown from the vehicle, but his 16-year-old sister, Kianna Hardin, was trapped inside.

Intense flames could be seen coming from the vehicle after the crash. At least one lane of traffic was blocked as first responders put out the fire.

A passerby, Jeremy Dillard, saw the fire and pulled over. He said several other people who witnessed the accident were standing around the car and that's when he took action.

"I was like, 'Are you all going to try to help her out?' and they were saying she said, 'Don't touch her, don't touch her,'" said Dillard, "My reaction was to help her out of the car, to save her life."

Dillard and his brother helped pull Kianna from the car just moments before it exploded.

"Always to help others, that's how I was raised," said Dillard. "That's how my mom brought me and my brothers up."

Hardin was taken to Regional Medical Center in critical condition and was later released. Kianna was transported to Le Bonheur Children's Hospital with facial injuries, but is expected to be OK.

Hardin and Kianna did not wanted to speak on camera. Dillard, who said he was just in the right place at the right time, spoke to their siblings after the crash.

"They actually called me and thanked me and I was like, 'It's no problem, just glad I could help," he said.

Mobile users: Click here to see more photos.

Copyright 2015 WMC Action News 5. All rights reserved.

Pinnacle Financial Partners Announces Agreement to Acquire Magna Bank in ... - Business Wire (press release)

NASHVILLE, Tenn. & MEMPHIS, Tenn.--(BUSINESS WIRE)--Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and Magna Bank (“Magna”) jointly announced today the signing of a definitive agreement for Pinnacle to acquire Magna via merger. The proposed merger of Magna with and into Pinnacle has been approved by each company’s Board of Directors and is expected to close early in the fourth quarter of 2015. Completion of the transaction is subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Magna’s shareholders.

Magna, which is headquartered in Memphis, TN, reported $595.0 million in total assets and $452.1 million in deposits as of March 31, 2015 and currently operates five banking offices in Shelby County: two in East Memphis, two in Germantown and one in Cordova. The company also operates mortgage lending offices in 14 locations in Memphis and Middle Tennessee. During the first quarter of 2015, Magna reported loan growth of $9.7 million, or 8.8 percent linked quarter annualized, and deposit growth of $15.4 million, or 13.7 percent linked quarter annualized.

Magna’s tangible equity approximated $9.86 per common share as of March 31, 2015, and the firm reported first quarter 2015 net income of approximately $1.4 million, which represented a growth rate of 33.0 percent over the first quarter of 2014. Magna’s return on average assets for the first quarter of 2015 was 1.01 percent, its net interest margin was 3.33 percent, and its noninterest income represented 37.3 percent of total revenues in the first quarter.

In early April Pinnacle announced a definitive agreement to acquire CapitalMark Bank & Trust in Chattanooga, TN. When the CapitalMark and Magna mergers close, the combined companies are projected to have total assets of more than $8.0 billion, with Pinnacle operating 42 offices in 13 Tennessee counties.

Kirk P. Bailey, Magna’s chairman, president and chief executive officer, will be named Memphis chairman for Pinnacle after the acquisition is consummated. He will serve on Pinnacle’s 11-member Senior Leadership Team and will report to Pinnacle’s president and chief executive officer, M. Terry Turner.

“We have focused on building a great place to work and competing by providing better service than the large regionals that have previously dominated this market,” Bailey said. “Given Pinnacle’s track record as being one of the top banks in the country to work for and their ability to better serve clients, they are an extraordinarily attractive partner for us.”

The combination of Pinnacle and Magna provides many opportunities to both companies’ shareholders, including:

  • Establishment of a strong footprint in all of the four major urban markets in Tennessee. In addition to providing Pinnacle with access to a new market, the firm’s locations in Middle and East Tennessee will enhance the service distribution for Magna clients.
  • Immediate accretion to Pinnacle’s tangible book value and operating earnings in the first 12 months. The merger will expand Pinnacle’s geographic reach, increase Magna’s lending capacity and realize cost savings that allow the combined companies to achieve a faster earnings growth rate.
  • Excellent credit quality from both institutions, which is the principal determinant of a bank’s ability to provide long-term shareholder value.

“We have long said that we plan to operate in each of Tennessee’s four urban markets. Memphis is the largest city and second-largest MSA in the state, and the Magna acquisition will complete our current geographic market expansion plans,” Pinnacle CEO Turner said. “We see ample opportunities in Memphis, where the competitive landscape is virtually identical to the markets where we historically have been successful—Nashville and Knoxville. This acquisition provides us an immediate footprint in Memphis from which to leverage our strategy of hiring the best bankers in the market and positions us to reach our goal of at least $2.5 billion in assets in the Memphis MSA.”

Under the terms of the merger agreement, Magna shareholders will have the right to elect to convert their outstanding shares of common stock into 0.3369 shares of Pinnacle’s common stock plus cash in lieu of any fractional shares, or into a cash payment equal to $14.32 per Magna share, or into a combination of 0.3369 shares of Pinnacle’s common stock and $14.32 in cash at a ratio of 75 percent stock and 25 percent cash. Because the maximum amount of stock and cash that Pinnacle will pay in the merger is capped at 75 percent and 25 percent, respectively, of Magna’s outstanding shares, those Magna shareholders that elect either all stock or all cash may automatically have their elections adjusted so that, in the aggregate, 75 percent of all Magna shares outstanding will be converted into shares of Pinnacle’s common stock and 25 percent will be converted into cash.

Magna’s 328,350 stock options will be fully vested upon consummation of the merger pursuant to Magna’s stock option plan. At closing, Magna’s outstanding unexercised stock options will be settled in cash for the difference between the option’s exercise price and $14.32. At the closing, Magna shareholders will own approximately 3.3 percent of the combined firm, assuming all of Magna’s options are cashed out.

The transaction is currently valued at approximately $83.4 million based on Pinnacle’s closing price on April 28, 2015, based on the issuance of approximately 1.325 million shares of PNFP common stock and $20.7 million in cash, in each case assuming none of the options are exercised prior to closing. Additionally, Pinnacle plans to redeem at closing the $18.35 million in Series C preferred stock issued by Magna in connection with its participation in the U.S. Treasury’s Small Business Lending Fund program.

Pinnacle expects its fully diluted earnings per share to be reduced in the fourth quarter of 2015 by less than 1.0 percent, while 2016 earnings should be increased by approximately 3.0 percent. Pinnacle’s tangible book value per share should increase as of the merger date.

Pinnacle, with 29 offices in eight Middle Tennessee counties and five offices in Knox County, reported total assets of $6.3 billion and total deposits of nearly $4.8 billion as of March 31, 2015.

Upon consummation of the merger, Magna director Thomas C. Farnsworth III of Farnsworth Holding Company in Memphis is expected to become a director of Pinnacle’s board. Additionally, Lisa Foley, an executive vice president and retail banking division manager at Magna, will manage Pinnacle’s client services group in Memphis and serve on the firm’s Leadership Team. B. Frank Stallworth, Magna’s executive vice president responsible for commercial and multifamily real estate lending, will serve as Pinnacle’s commercial real estate manager in Memphis and also will join Pinnacle’s Leadership Team. Lisa Reid, Magna’s executive vice president of residential mortgage in Memphis, will serve as Pinnacle’s mortgage manager in Memphis and will join the firm’s Leadership Team.

“Magna’s strong commercial real estate practice is particularly attractive to us as we work toward our goal of becoming the dominant CRE lender in the markets we serve,” Pinnacle Chairman Robert A. McCabe Jr. said. “Pinnacle’s expanded treasury management and wealth management services will be a significant opportunity to grow existing relationships with Magna’s commercial and affluent client base. We look forward to continuing Magna’s strong tradition of giving back to the community with a focus on providing affordable housing resources.”

Systems conversions are anticipated to be completed during the fourth quarter of 2015.

Sandler O’Neill + Partners, L.P. served as financial advisor to Pinnacle, and Bass, Berry & Sims PLC was Pinnacle’s legal advisor. Stephens Inc. and SunTrust Robinson Humphrey acted as financial advisors to Magna, and Wyatt Tarrant & Combs LLP was Magna’s legal advisor.

In connection with the proposed acquisition of Magna, Pinnacle will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Pinnacle common stock to be issued to the shareholders of Magna.

Pinnacle will host a webcast conference call to discuss the definitive agreement and other aspects of the business combination at 8:30 a.m. CDT on Wednesday, April 29, 2015. To access the call for audio only, please call 1-877-602-7944. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

About Pinnacle

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to approximately $6.3 billion in assets at March 31, 2015. At March 31, 2015, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and five offices in Knoxville. Additionally, Great Place to Work® named Pinnacle one of the best workplaces in the United States on its 2014 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the second best bank to work for in the country.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

About Magna

Magna Bank is a vibrant community bank based in Memphis with a vision of becoming the dominant community bank in the area. Magna is a leader among locally owned banks in Memphis in residential and commercial mortgage lending, small business lending and private banking. Magna offers a full array of banking services and prides itself in being large enough to serve its customers’ needs, yet small enough to offer the best customer service available. For more information, please visit: www.magnabank.com.

Additional Information and Where to Find It

In connection with the proposed merger, Pinnacle Financial Partners, Inc. (“Pinnacle”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Pinnacle common stock that will be issued to Magna Bank’s shareholders in connection with the transaction. The registration statement will include a proxy statement/prospectus (that will be delivered to Magna Bank’s shareholders in connection with their required approval of the proposed merger) and other relevant materials in connection with the proposed merger transaction involving Pinnacle Bank and Magna Bank (“Magna”).

INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, MAGNA AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or Magna Bank, 6525 Quail Hollow Road, Suite 513, Memphis, TN 38120 Attention: Shareholder Services (901) 259-5600.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements

All statements, other than statements of historical fact included in this release, are 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 including statements about the benefits to Pinnacle of the proposed merger transaction, Pinnacle’s future financial and operating results (including the anticipated impact of the merger on Pinnacle’s earnings and tangible book value) and Pinnacle's plans, objectives and intentions. 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, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of the two companies’ businesses, (5) the failure of Magna’s shareholders to approve the merger, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability to obtain required governmental approvals of the proposed terms of the merger, (8) reputational risk and the reaction of the parties’ customers to the proposed merger, (9) the failure of the closing conditions to be satisfied, (10) the risk that the integration of Magna’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (13) general competitive, economic, politics of and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle and Magna disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Pinnacle Financial Partners and Magna Bank
Merger Fact Sheet
April 28, 2015

Anticipated Size at Closing (Projected for early fourth quarter 2015)

  • More than $8 billion in assets
    • Pinnacle – $6.3 billion (as of March 31, 2015)
    • CapitalMark – $968 million (as of March 31, 2015)
    • Magna Bank – $595 million (as of March 31, 2015)
  • Second-largest bank holding company headquartered in Tennessee
    • Fourth-largest market share in the Nashville-Davidson-Murfreesboro MSA
    • Fourth-largest market share in Chattanooga MSA
    • Sixth-largest market share in Knoxville MSA
    • 12th-largest market share in Memphis MSA

Current Offices

  • Pinnacle: 34
  • CapitalMark: 4
  • Magna: 5
             
County   Pinnacle   CapitalMark   Magna
Anderson       1    
Bedford   1        
Bradley       1    
Cheatham   1        
Davidson   9        
Dickson   1        
Hamilton       1    
Knox   5   1*    
Rutherford   8        
Shelby           5
Sumner   1        
Wilson   4        
Williamson   4        
     

* CapitalMark’s downtown Knoxville office will be consolidated with nearby Pinnacle locations in Knox County.

Number of Associates at March 31, 2015

  • Pinnacle: 800
  • CapitalMark: 114
  • Magna: 153

Trading Symbols

  • Pinnacle: PNFP (Nasdaq/NGS)
  • CapitalMark: N/A
  • Magna: N/A

Websites

Big Cyress Lodge Offers Unique Hotel Experience - Local Memphis

MEMPHIS, TN (localmemphis.com) – This is the week. After 10 years of planning, of canceled deadlines, of promise after promise, Bass Pro Shops is finally opening The Pyramid store.

Monday afternoon, Local 24 got a good look at the 103 room hotel.

It's called the Big Cypress Lodge. A hotel with screened in porches circling the inside of The Pyramid.

In what was once a sports arena, it is hard to visualize basketball or concerts, and 20,000 people who used to fill the seats.

Now it is big. Everything is big.

The Bass Pro Shop...and overlooking all of this will be people in the hotel.

"It is the first hotel inside of a Bass Pro Shops. As you can see it is extremely unique for a lot of reasons," hotel manager Lana McDonald said.

Here is one reason. Every piece of furniture was made specifically for this place And another. Its rooms have views. Views you won't find in other hotels.

"Not all of our rooms have porches. The majority do. We do have some exterior rooms with windows facing Memphis," McDonald said.

So some folks will have views of a city where leaders are betting the butter and egg money on Bass Pro's Pyramid store sparking development in downtown.

One thing for sure. If people can afford to stay at this hotel, they should be able to afford Memphis.

"Our room rates start at $259,” McDonald said.

Officials are working like crazy to get everything ready for the first public event Wednesday. Most of the stuff is ready, but it is going to be close.

Memphis mulling mow-to-own program - WMC Action News 5

MEMPHIS, Tenn. (AP) - Memphis officials are exploring a new program to improve blighted properties across the city.

The Commercial Appeal (http://bit.ly/1bLyqRB) reports the City Council last week approved a measure to create a committee that will come up with a plan to implement a mow-to-own program. If ultimately approved, it would allow residents that cut grass and maintain blighted properties adjacent their own to take possession of it.

There are about 6,000 properties in Memphis and Shelby County land banks and about $8 million is spent each year to mow and maintain them.

Councilman Berlin Boyd suggested the idea as a way to mitigate that cost and give an incentive for people to take pride in their community.

Information from: The Commercial Appeal, http://ift.tt/12zhHdI

Copyright 2015 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

TN Shakespeare Company Sets Titles for Inaugural SHOWPLACE MEMPHIS - Broadway World

TN Shakespeare Company Sets Titles for Inaugural SHOWPLACE MEMPHIS

As part of Tennessee Shakespeare Company's first year-round season, the development of three exciting new musicals launches on the University of Memphis Mainstage this summer with Showplace Memphis: Musical Works in Progress.

Sponsored by one of Broadway's elite musical licensing companies, Theatrical Rights Worldwide (TRW) and President/CEO Steve Spiegel, based in New York City, Showplace Memphis partners TSC and the University of Memphis' Department of Theatre & Dance in a very special collaboration that could be the next creative stage for these musicals en route to full productions in New York and on the regional theatre circuit across the U.S.

TRW has selected three musical scripts in various stages of development to be presented to Memphis audiences as professional, Actors' Equity Association "Readings." TSC has cast the musicals from around the country with a number of Broadway performers.

Each of the shows' creators will collaborate and rehearse in Memphis for ten days leading up to each reading. Each musical will be played and sung in its entirety and with musical accompaniment on the U of M's luxurious Mainstage, located at 3745 Central Avenue in Memphis. No other design elements (scenic/costumes/lights) will be integrated.

Audiences will have an opportunity to speak with the actors and creators of each musical immediately following each Reading. Audiences also will inform each production by completing an audience survey that will help each creative team in future development phases.

Theatrical Rights Worldwide represents musicals from Broadway and Off-Broadway, as well as shows originating in regional theatres. TRW cultivates and introduces new work along with extending the production life of musicals to all theatrical marketplaces worldwide. TRW licenses productions to a broad range of customers, from schools to Broadway. As agents for the authors, TRW grants live stage production rights and provides performance and rehearsal materials and tools to enhance the actor, musician, and audience experience. Its Broadway collection includes Memphis-centric musicals All Shook Up: The Music of Elvis Presley, Ring of Fire: The Music of Johnny Cash, and the Tony Award-winning Best Musical Memphis. Its internationally-popular collection also includes Jersey Boys, Monty Python's Spamalot, which won the Tony for Best Musical, Kander and Ebb's Curtains, The Color Purple, and recent releases Ghost the Musical, Big Fish, and The Addams Family.

"With Memphis' long history and unmatched appreciation for the Arts, bringing TRW's new works festival here offers the ideal location for fostering artists and creativity," said Mr. Spiegel. "This is TRW's platform for the future, and we eagerly look forward to housing this annual event in this great city."

Showcase Memphis Schedule of Musical Readings:

Tenderly, The Rosemary Clooney Musical
based on the life of Rosemary Clooney
by Janet Yates Vogt and Mark Freidman
directed by Kent Nicholson
musical direction by Matt Castle
Title Sponsors: Pat and Thane Smith
Reading: Saturday, May 23 at 7:00 pm
University of Memphis Theatre Building Mainstage

The story of Rosemary Clooney, America's favorite girl singer, is brought to life in this exhilarating and inspiring new musical biography. Her journey starts with her humble Midwest childhood and rise to Hollywood stardom, and continues beyond battles with depression to a triumphant comeback. Through it all, she topped the charts for nearly five decades with signature songs. Tenderly offers a remarkably personal and poignant picture of the woman whose unparalleled talent and unbridled personality made her a legend.

The show, which received rave reviews and a double-extension of its run in its second incarnation at Cincinnati Playhouse earlier this year, features 17 of Ms. Clooney's signature hits, including "Hey There (you with the stars in your eyes)," "Tenderly," and "Come On-A My House."

Tenderly, which is generously sponsored at Showcase Memphis by Pat and Thane Smith, returns its popular Cincinnati cast members, Michael Marotta and Susan Haefner (Broadway's State Fair, Thoroughly Modern Millie, and 42nd Street).

In 2005, creators Janet Yates Vogt and Mark Friedman were named National Music Educators of the Year. Janet and Mark's first collaboration, Anne of Green Gables, has played at theatres across the country, including Village Theatre (WA), The Barter Theatre (VA), and the Victoria Theatre (OH). Janet and Mark's extremely popular musical adaptation of Melinda Long's best-selling children's book How I Became a Pirate, was commissioned by First Stage Theatre (Milwaukee) in 2008 and has been rollicking its way across many stages, including Cape Rep, the Des Moines Playhouse, Riverside Theatre, and Children's Theatre of Cincinnati. Their powerful and moving musical, Harriet and Sam, captures the times and events of pre- and post-Civil War America as seen through the eyes of Harriet Beecher Stowe and Mark Twain. Janet and Mark also have penned a humorous, irreverent, and satirical look at married relationships with their musical cabaret, War Games: Marriage on the Front Lines. Their holiday show Ebenezer (a musical version of "A Christmas Carol") has been delighting audiences for the past five years. Sleepy Hollow: A Musical Tale, commissioned by Kalamazoo Civic Theatre, premiered on Halloween 2010 and has just been added to Columbus Children's Theatre upcoming season. For more information: http://ift.tt/1IfpZu5.

Midsummer Night
a musical loosely adapted from William Shakespeare's A Midsummer Night's Dream
with book, music and new lyrics by Brendan Milburn and Valerie Vigoda
additional music by Gene Lewin
adaptation conceived and directed by Janet Roston
musical direction by Ryan O'Connell
Reading: Saturday, June 27 at 7:00 pm
University of Memphis Theatre Building Mainstage

What if the madness of William Shakespeare's A Midsummer Night's Dream took place at a Rock Festival? Songwriters Brendan Milburn and Valerie Vigoda (Striking 12, Sleeping Beauty Wakes) join with co-creator/director Janet Roston for a new take on Shakespeare's beloved comedy. It's a rollicking collision of rock music, iambic pentameter and hipsters - where rock stars Titania and Oberon quarrel, festival assistant Puck creates havoc, and roadie Bottom gets a chance to shine. Live music, glow sticks, and power chords!

The cast of eleven singers from Los Angeles, NYC, and Memphis includes Katrina Lenk (Titania) from Broadway's Once and Spider-Man: Turn Off the Dark.

Keyboardist Milburn and electric violinist Vigoda have been singing and writing songs together for over 20 years, first for their band GrooveLily, and more recently for musical theatre and film. Theatre: Striking Twelve, Sleeping Beauty Wakes, Beautiful Poison, Wheelhouse, Toy Story: The Musical, Long Short Story, A Midsummer Night's Dream, its complete reworking as the rock musical Midsummer Night, and Ernest Shackleton Loves Me. Film: many songs for Tinker Bell for Disney animated movies. Awards: LA Ovation Awards (2007), Jonathan Larson Award (2006 and 2008), ASCAP Foundation Richard Rodgers New Horizons Award (2009), Annie Award nominations (2011 and 2012), and Broadway World Seattle Critic's Choice Awards (2014). For more information: milburn-vigoda.com.

The Oliver Experiment
book and lyrics by Jeremy Desmon
music by Jeff Thomson
Reading: Saturday, August 15 at 7:00 pm
University of Memphis Theatre Building Mainstage

What if your entire life were a Broadway musical... and you had no clue?

Unbeknownst to Ollie, he is the beloved star of The Oliver Experiment - "Now in its 19th year!" - a fanciful piece of theatre magic concocted by his over-protective father to give his son a life of music and innocence and Happily-Ever-Afters. With its colorful cast and ever-evolving storylines, the magnificent secret is maintained at all costs...until the night Ollie notices a beautiful, young understudy in the chorus. Writers Thomson and Desmon (Pump Up The Volume) explore the lengths we go to protect the ones we love in this funny, tuneful, and theatrical coming-of-age story.

Jeremy Desmon (Bookwriter/Lyricist) is an award-winning writer whose stories have played around the world. The Girl in the Frame, seen in over a dozen productions, earned him the prestigious Edward Kleban Prize as America's most promising Musical Theatre Bookwriter. Jeremy is best known for the rock musical Pump Up the Volume, Good News, 7½ Wondrous Act(s) of True Love, Surviving the Avalanche, and his high-school musical, Cyrano de BurgerShack. In addition, Jeremy writes "family theatrical"/touring arena shows for some of the world's most recognizable characters in Disney Live's Mickey's Music Festival!, Universal's Curious George Live!, and Sesame Workshop's Elmo Rocks! He is proud to have written multiple editions of The Greatest Show on Earth for Ringling Bros. and Barnum & Bailey Circus. For more information: www.jeremydesmon.com.

Jeff Thomson (Composer) is a recipient of the Jonathan Larson Performing Arts Foundation Award, as well as the Dramatist Guild Musical Theatre Writing Fellowship. His original musical Trails was performed at the Los Angeles and New York Musical Theatre Festivals, winning him the NYMF award for Best Music as well as the Stage Entertainment Development Award. Recently, Trails made its international debut in Tokyo, Japan. Other projects include the club musical adaptation of the cult film Jawbreaker, and the arena rock musical adaptation of the 1990 film, Pump Up the Volume. He was commissioned by Broadway Across America to compose the score to the upcoming children's musical Madlibs Live! and was selected to write the music for an upcoming animated movie musical for Amazon Studios. He is currently developing two musical motion pictures. For more information: http://ift.tt/1Ifq0OD.

"This new Festival should prove to be one of the most exciting theatre projects Memphis has experienced in quite a while," says E. Frank Bluestein, TSC Executive Director and Project Director for TRW's Showplace Memphis. "Thanks to Theatrical Rights Worldwide, we will get a first-hand opportunity to view original musicals in their infancy, as they are developed here in our city, on their way to an eventual professional debut - hopefully in New York and beyond."

All readings are general admission; first come/first seated. General Admission tickets are just $15 and are on sale now. Students 22 and younger and Seniors 62 and older receive discounted $10 tickets.

Each performance will be presented inside on the Mainstage at the University of Memphis Theatre Building, which is located on the main campus at 3745 Central Avenue in Memphis, TN.

Purchase tickets in person Monday - Friday, 9:00 am - 5:00 pm at TSC's office located at 3092 Village Shops Drive in Germantown, or by calling 901-759-0604, or by going on-line to http://ift.tt/1Ifq0OJ.

Passerby pulls crash victim from burning car - WMC Action News 5

MEMPHIS, TN (WMC) - A fiery crash on Interstate 240 near the Lamar Avenue exit injured two people Thursday morning just after midnight.

The man at the wheel, Terrence Hardin, said he fell asleep. The car flipped several times and Hardin was thrown from the vehicle, but his 16-year-old sister, Kianna Hardin, was trapped inside.

Intense flames could be seen coming from the vehicle after the crash. At least one lane of traffic was blocked as first responders put out the fire.

A passerby, Jeremy Dillard, saw the fire and pulled over. He said several other people who witnessed the accident were standing around the car and that's when he took action.

"I was like, 'Are you all going to try to help her out?' and they were saying she said, 'Don't touch her, don't touch her,'" said Dillard, "My reaction was to help her out of the car, to save her life."

Dillard and his brother helped pull Kianna from the car just moments before it exploded.

"Always to help others, that's how I was raised," said Dillard. "That's how my mom brought me and my brothers up."

Hardin was taken to Regional Medical Center in critical condition and was later released. Kianna was transported to Le Bonheur Children's Hospital with facial injuries, but is expected to be OK.

Hardin and Kianna did not wanted to speak on camera. Dillard, who said he was just in the right place at the right time, spoke to their siblings after the crash.

"They actually called me and thanked me and I was like, 'It's no problem, just glad I could help," he said.

Mobile users: Click here to see more photos.

Copyright 2015 WMC Action News 5. All rights reserved.

Pinnacle Financial Partners Announces Agreement to Acquire Magna Bank in ... - Business Wire (press release)

NASHVILLE, Tenn. & MEMPHIS, Tenn.--(BUSINESS WIRE)--Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) (“Pinnacle”) and Magna Bank (“Magna”) jointly announced today the signing of a definitive agreement for Pinnacle to acquire Magna via merger. The proposed merger of Magna with and into Pinnacle has been approved by each company’s Board of Directors and is expected to close early in the fourth quarter of 2015. Completion of the transaction is subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Magna’s shareholders.

Magna, which is headquartered in Memphis, TN, reported $595.0 million in total assets and $452.1 million in deposits as of March 31, 2015 and currently operates five banking offices in Shelby County: two in East Memphis, two in Germantown and one in Cordova. The company also operates mortgage lending offices in 14 locations in Memphis and Middle Tennessee. During the first quarter of 2015, Magna reported loan growth of $9.7 million, or 8.8 percent linked quarter annualized, and deposit growth of $15.4 million, or 13.7 percent linked quarter annualized.

Magna’s tangible equity approximated $9.86 per common share as of March 31, 2015, and the firm reported first quarter 2015 net income of approximately $1.4 million, which represented a growth rate of 33.0 percent over the first quarter of 2014. Magna’s return on average assets for the first quarter of 2015 was 1.01 percent, its net interest margin was 3.33 percent, and its noninterest income represented 37.3 percent of total revenues in the first quarter.

In early April Pinnacle announced a definitive agreement to acquire CapitalMark Bank & Trust in Chattanooga, TN. When the CapitalMark and Magna mergers close, the combined companies are projected to have total assets of more than $8.0 billion, with Pinnacle operating 42 offices in 13 Tennessee counties.

Kirk P. Bailey, Magna’s chairman, president and chief executive officer, will be named Memphis chairman for Pinnacle after the acquisition is consummated. He will serve on Pinnacle’s 11-member Senior Leadership Team and will report to Pinnacle’s president and chief executive officer, M. Terry Turner.

“We have focused on building a great place to work and competing by providing better service than the large regionals that have previously dominated this market,” Bailey said. “Given Pinnacle’s track record as being one of the top banks in the country to work for and their ability to better serve clients, they are an extraordinarily attractive partner for us.”

The combination of Pinnacle and Magna provides many opportunities to both companies’ shareholders, including:

  • Establishment of a strong footprint in all of the four major urban markets in Tennessee. In addition to providing Pinnacle with access to a new market, the firm’s locations in Middle and East Tennessee will enhance the service distribution for Magna clients.
  • Immediate accretion to Pinnacle’s tangible book value and operating earnings in the first 12 months. The merger will expand Pinnacle’s geographic reach, increase Magna’s lending capacity and realize cost savings that allow the combined companies to achieve a faster earnings growth rate.
  • Excellent credit quality from both institutions, which is the principal determinant of a bank’s ability to provide long-term shareholder value.

“We have long said that we plan to operate in each of Tennessee’s four urban markets. Memphis is the largest city and second-largest MSA in the state, and the Magna acquisition will complete our current geographic market expansion plans,” Pinnacle CEO Turner said. “We see ample opportunities in Memphis, where the competitive landscape is virtually identical to the markets where we historically have been successful—Nashville and Knoxville. This acquisition provides us an immediate footprint in Memphis from which to leverage our strategy of hiring the best bankers in the market and positions us to reach our goal of at least $2.5 billion in assets in the Memphis MSA.”

Under the terms of the merger agreement, Magna shareholders will have the right to elect to convert their outstanding shares of common stock into 0.3369 shares of Pinnacle’s common stock plus cash in lieu of any fractional shares, or into a cash payment equal to $14.32 per Magna share, or into a combination of 0.3369 shares of Pinnacle’s common stock and $14.32 in cash at a ratio of 75 percent stock and 25 percent cash. Because the maximum amount of stock and cash that Pinnacle will pay in the merger is capped at 75 percent and 25 percent, respectively, of Magna’s outstanding shares, those Magna shareholders that elect either all stock or all cash may automatically have their elections adjusted so that, in the aggregate, 75 percent of all Magna shares outstanding will be converted into shares of Pinnacle’s common stock and 25 percent will be converted into cash.

Magna’s 328,350 stock options will be fully vested upon consummation of the merger pursuant to Magna’s stock option plan. At closing, Magna’s outstanding unexercised stock options will be settled in cash for the difference between the option’s exercise price and $14.32. At the closing, Magna shareholders will own approximately 3.3 percent of the combined firm, assuming all of Magna’s options are cashed out.

The transaction is currently valued at approximately $83.4 million based on Pinnacle’s closing price on April 28, 2015, based on the issuance of approximately 1.325 million shares of PNFP common stock and $20.7 million in cash, in each case assuming none of the options are exercised prior to closing. Additionally, Pinnacle plans to redeem at closing the $18.35 million in Series C preferred stock issued by Magna in connection with its participation in the U.S. Treasury’s Small Business Lending Fund program.

Pinnacle expects its fully diluted earnings per share to be reduced in the fourth quarter of 2015 by less than 1.0 percent, while 2016 earnings should be increased by approximately 3.0 percent. Pinnacle’s tangible book value per share should increase as of the merger date.

Pinnacle, with 29 offices in eight Middle Tennessee counties and five offices in Knox County, reported total assets of $6.3 billion and total deposits of nearly $4.8 billion as of March 31, 2015.

Upon consummation of the merger, Magna director Thomas C. Farnsworth III of Farnsworth Holding Company in Memphis is expected to become a director of Pinnacle’s board. Additionally, Lisa Foley, an executive vice president and retail banking division manager at Magna, will manage Pinnacle’s client services group in Memphis and serve on the firm’s Leadership Team. B. Frank Stallworth, Magna’s executive vice president responsible for commercial and multifamily real estate lending, will serve as Pinnacle’s commercial real estate manager in Memphis and also will join Pinnacle’s Leadership Team. Lisa Reid, Magna’s executive vice president of residential mortgage in Memphis, will serve as Pinnacle’s mortgage manager in Memphis and will join the firm’s Leadership Team.

“Magna’s strong commercial real estate practice is particularly attractive to us as we work toward our goal of becoming the dominant CRE lender in the markets we serve,” Pinnacle Chairman Robert A. McCabe Jr. said. “Pinnacle’s expanded treasury management and wealth management services will be a significant opportunity to grow existing relationships with Magna’s commercial and affluent client base. We look forward to continuing Magna’s strong tradition of giving back to the community with a focus on providing affordable housing resources.”

Systems conversions are anticipated to be completed during the fourth quarter of 2015.

Sandler O’Neill + Partners, L.P. served as financial advisor to Pinnacle, and Bass, Berry & Sims PLC was Pinnacle’s legal advisor. Stephens Inc. and SunTrust Robinson Humphrey acted as financial advisors to Magna, and Wyatt Tarrant & Combs LLP was Magna’s legal advisor.

In connection with the proposed acquisition of Magna, Pinnacle will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Pinnacle common stock to be issued to the shareholders of Magna.

Pinnacle will host a webcast conference call to discuss the definitive agreement and other aspects of the business combination at 8:30 a.m. CDT on Wednesday, April 29, 2015. To access the call for audio only, please call 1-877-602-7944. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

About Pinnacle

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to approximately $6.3 billion in assets at March 31, 2015. At March 31, 2015, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and five offices in Knoxville. Additionally, Great Place to Work® named Pinnacle one of the best workplaces in the United States on its 2014 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the second best bank to work for in the country.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

About Magna

Magna Bank is a vibrant community bank based in Memphis with a vision of becoming the dominant community bank in the area. Magna is a leader among locally owned banks in Memphis in residential and commercial mortgage lending, small business lending and private banking. Magna offers a full array of banking services and prides itself in being large enough to serve its customers’ needs, yet small enough to offer the best customer service available. For more information, please visit: www.magnabank.com.

Additional Information and Where to Find It

In connection with the proposed merger, Pinnacle Financial Partners, Inc. (“Pinnacle”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Pinnacle common stock that will be issued to Magna Bank’s shareholders in connection with the transaction. The registration statement will include a proxy statement/prospectus (that will be delivered to Magna Bank’s shareholders in connection with their required approval of the proposed merger) and other relevant materials in connection with the proposed merger transaction involving Pinnacle Bank and Magna Bank (“Magna”).

INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, MAGNA AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or Magna Bank, 6525 Quail Hollow Road, Suite 513, Memphis, TN 38120 Attention: Shareholder Services (901) 259-5600.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements

All statements, other than statements of historical fact included in this release, are 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 including statements about the benefits to Pinnacle of the proposed merger transaction, Pinnacle’s future financial and operating results (including the anticipated impact of the merger on Pinnacle’s earnings and tangible book value) and Pinnacle's plans, objectives and intentions. 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, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of the two companies’ businesses, (5) the failure of Magna’s shareholders to approve the merger, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability to obtain required governmental approvals of the proposed terms of the merger, (8) reputational risk and the reaction of the parties’ customers to the proposed merger, (9) the failure of the closing conditions to be satisfied, (10) the risk that the integration of Magna’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger and (13) general competitive, economic, politics of and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle and Magna disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Pinnacle Financial Partners and Magna Bank
Merger Fact Sheet
April 28, 2015

Anticipated Size at Closing (Projected for early fourth quarter 2015)

  • More than $8 billion in assets
    • Pinnacle – $6.3 billion (as of March 31, 2015)
    • CapitalMark – $968 million (as of March 31, 2015)
    • Magna Bank – $595 million (as of March 31, 2015)
  • Second-largest bank holding company headquartered in Tennessee
    • Fourth-largest market share in the Nashville-Davidson-Murfreesboro MSA
    • Fourth-largest market share in Chattanooga MSA
    • Sixth-largest market share in Knoxville MSA
    • 12th-largest market share in Memphis MSA

Current Offices

  • Pinnacle: 34
  • CapitalMark: 4
  • Magna: 5
             
County   Pinnacle   CapitalMark   Magna
Anderson       1    
Bedford   1        
Bradley       1    
Cheatham   1        
Davidson   9        
Dickson   1        
Hamilton       1    
Knox   5   1*    
Rutherford   8        
Shelby           5
Sumner   1        
Wilson   4        
Williamson   4        
     

* CapitalMark’s downtown Knoxville office will be consolidated with nearby Pinnacle locations in Knox County.

Number of Associates at March 31, 2015

  • Pinnacle: 800
  • CapitalMark: 114
  • Magna: 153

Trading Symbols

  • Pinnacle: PNFP (Nasdaq/NGS)
  • CapitalMark: N/A
  • Magna: N/A

Websites