UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): September 7, 2006
 ,
INC. |
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(Exact
name of registrant as specified in charter)
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Tennessee
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000-31225
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62-1812853
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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211
Commerce Street, Suite 300, Nashville, Tennessee
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37201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (615)
744-3700
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N/A
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(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet
Arrangement of a Registrant.
On
September 7, 2006, PNFP Statutory Trust III (“PNFP Trust”), a Delaware statutory
trust subsidiary of Pinnacle Financial Partners, Inc. (the “Company”), issued
$20,000,000 of its trust preferred securities to institutional investors. PNFP
Trust purchased $20,619,000 of the Company’s Junior Subordinated Debt Securities
due September 30, 2036 (the “Subordinated Debentures”) and the Company
guaranteed, pursuant to a guarantee agreement, payment obligations of PNFP
Trust
under the trust preferred securities. Proceeds of the issuance will provide
additional capital to Pinnacle National Bank. The Subordinated Debentures (and
PNFP Trust’s trust preferred securities) will be payable in 2036 and will bear
interest at a rate of 7.04% until September 30, 2006 and thereafter at a
floating rate equal to three-month LIBOR plus 1.65% payable quarterly. The
Company may generally defer the payment of interest at any time for a period
up
to twenty consecutive quarters provided the deferral period does not extend
past
the stated maturity. Except upon the occurrence of certain events resulting
in a
change in the capital treatment or tax treatment of the Subordinated Debentures
or resulting in PNFP Trust being deemed to be an investment company required
to
register under the Investment Company Act of 1940, the Company may not redeem
the Subordinated Debentures until after September 30, 2011.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PINNACLE
FINANCIAL PARTNERS, INC.
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By:
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/s/ Harold R. Carpenter | |
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Harold
R. Carpenter
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Executive
Vice President and
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Chief
Financial Officer
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Date: September
7, 2006