Pinnacle Financial Partners, Inc. (PNFP) Earnings Call Transcript & Summary

Good afternoon. Next up, we're very happy to have Pinnacle Financial Partners as well as Synovus Financial with us this afternoon. As most know in July, both banks announced an agreement to combine in an all-stock transaction, creating a high-performing regional bank focused on the fastest-growing markets in the Southeast. Combined assets at that point, $116 billion. On a pro forma basis, the company is expected to generate top quartile revenue and net income growth and the best efficiency ratio among their peer group looking out into 2027. With us today, we have Terry Turner, President and CEO of Pinnacle, positions that he's held since the bank was founded back in 2000. And then to his right, Kevin Blair, Chairman, President and CEO of Synovus. Kevin was named CEO and President back in '21, Chairman in '23. And since joining the company in 2016, he's also held the CFO and Chief Operating titles. Thank you both for being here. Format pretty straightforward, Q&A. And then after that I'll open it up to the audience.

First off, let's just start today's -- today was a special shareholder meeting vote. Can you just expand on that meeting and how it went this morning?

Yes. So it's an uneventful deal, different than most shareholder meetings there. For us, I think we ended up having about 79% of the outstanding votes cast and 93% of those votes in favor of the transaction. So pretty good support.

Same for Synovus. As Terry said, we had around 75%, 76% vote and right around 69%, 70% affirmative. And to Terry's point, it's uneventful, but it just is affirmation for us that our message has resonated with our shareholders and they're supportive and looking forward to the value that we've been talking about building as a combined organization.

Great. And then have you noticed -- has there been any noticeable changes in employee or client attrition since the merger announcement back in July?

For us, there's no change. Generally, we're running a 95% retention rate, and that's really what it has been since the announcement. So pretty lofty retention.

And just to add to that, as we all -- Terry and I talked about on the third quarter earnings call, both sides added revenue producers in the third quarter. which I think shows that the momentum and the message is resonating with folks that are in a position to say what's this future Pinnacle look like? I was blessed this week to be called by 2 of Terry's leaders to talk to some individuals that were interested in joining our organization. And what they wanted to hear is what my vision was for the future of the company and whether the Pinnacle model, one that allows folks to have autonomy and to be empowered in the marketplace will continue and that they can continue to add revenue producers and spent hours on the phone with both of those individuals. And I would like to think I heard last night, Terry, I think both those individuals will be joining us. So it's interesting. They built a model of getting somewhere around 125 to 175 new revenue producers every year. And we're in real time having discussions with those individuals who know there's a merger forthcoming, and they know the model that they want to join. And their big question is, is that going to continue? And once they've had an opportunity to hear how we're adopting the go-to-market Pinnacle strategy and how it's largely going to remain unchanged, it gives them the confidence to be able to move over in the middle of a merger. And as Terry and I have talked about that, there are a lot of reasons that people may not want to do that. But they're still doing it, as Terry showed in the third quarter with their numbers. And I think we're going to be able to prove out that fourth quarter will be another positive quarter for growth, and that will allow us to continue that momentum into 2026.

Kevin, one thing I might just tag on you alluded to, we sort of hired at the same pace in the third quarter that we had previously and expect the same thing in the fourth quarter. But what's fascinating to me is we're successful hiring people even in markets where we have crossover. We're successful in hiring people, which is pretty interesting.

Great. And then can you just run through the primary HR-related or chart-related tasks that the company would like to achieve before closing the transaction?

Yes, I'll start with that one. And Terry and I have talked a lot about this. We have become students of mergers. I think it was a [indiscernible] that was released in Bank Director earlier in this quarter or maybe it was back in the third quarter that they looked at the last 15 mergers. And in those 15 mergers, they discerned that about 2/3 of those MOEs failed and 1/3 of the MOEs were successful. And they were able to correlate a couple of factors that would determine success or failure. The 2 factors that were most present in failure was a tremendous amount of overlap, which Terry just touched on. And secondly, that you had one high-performing company buying a poor performing company. And so I would submit to you that in our situation, neither one of those cases exist. We only had about 6% of our pro forma deposits in markets that we consider to be overlapping where we had -- both teams had a tremendous amount of market share. And I would argue, based on -- you've seen our last 5 years of EPS growth and TSR, both companies have been performing. So that's not the case. On the other side, we saw that what was most likely to create a higher probability of success was lack of overlapping markets; and two, a company that had an operating model that was similar. And Terry and I have been spending a lot of time over the last several months talking about our operating model, bringing our teams together. We are both just in Nashville yesterday. We have about 200 bankers in Nashville talking about the go-forward strategy where we've already aligned individuals. And so it's a long-winded answer to say that, look, what we learned from some of these other mergers is that people didn't want to make the tough decisions. They continue to defer those decisions. And what that meant was that people throughout the organization filled the lack of information with fear and it created turnover, it created disengagement. So Terry and I committed upfront from almost day 1, we had our ELT established. Shortly thereafter, we had press releases that had ELT plus 1. We then announced our entire production team on the LOB side. And so by the end of this quarter, we will largely have every individual in a box in an org chart. And most of that's already occurred. We're already at kind of the SLT, ELT plus 3 layers. So people have already been notified of their jobs. And so by the end of this month, even before legal day 1, most every team member in the company will know where they stand. And I think that's -- Terry and I are committed to that because we think that takes a lot of risk off the table and ensures greater probability of success on the other side.

Kevin, I think one thing that's important in that idea is probably the area where we are most advanced is what you might call the banking operation, I think the cost takeouts are outside of that, which lets you run faster there, which, of course, is the game we're trying to win here. And so I think we're really advanced in terms of just how the banking operations.

Terry, to your point, and I've had some jokes from some of our investors that if we're going to put out another press release with about another 90 names on it because we keep adding to the specificity that you guys can see through each of our markets that we're down several layers and naming market executives, the people that work for the market executives. And so to your point, our go-to-market, our revenue producers are largely intact, and they're in a place today where they're already hitting the ground running. But when we get to legal day 1, there's not going to be some level of uncertainty around how am I going to deliver for my clients.

Great. And then what surprised you the most since the merger announcement? What's gone better than expected? And maybe talk about any challenges.

Yes. So I think probably the thing that has been most fascinating to me, I mentioned this progress that we're making within the banking unit I think when we announced the deal, we felt confident we could take this Pinnacle model and make it work, but I think there were skeptics as to whether we could or couldn't. And my exposure, of course, I know the Pinnacle people extraordinarily well, but now I'm exposed to the Synovus people. And I'm astounded at the people that will run me down and say, man, we're so excited to be a part of this model. This is the way we grew up in the banking business and all those kinds of things. I've sort of been shocked at the receptivity. Your big fear is, okay, we're going to lose a bunch of revenue producers. But I remember in a conversation Kevin and I and 2 or 3 other people were having about how you put this thing together. And I was pushing pretty hard to say, you guys are pretty sure we can convince these people they like this model. And a guy that works for Kevin said, trust me, we've had a geographic focus most of the existence of this company. And if we announce we're going to a geographic model like Pinnacle runs, they'll be shooting fireworks and guns in the streets. And so there has been some of that sort of sentiment among the client-facing people that, hey, we're back to what we'd like to do.

The thing I'd add to that is, look, Terry and I spent several months. We talked about that in the S-4. So there weren't a lot of surprises going into this because I think we tried to make as many decisions upfront, and we went into this eyes wide open. We both knew this would be hard work. And I want everybody here to know that there's been a lot of hard work because any time you bring 2 companies together, as much as we talk about the similarities, as much as we talk about how this thing is going to work, you've got to get through there and understand what are these pain points that people are observing and we got to squash them before they become an issue. And so Terry and I have been working on that. So no real surprises. I would kind of say what Terry said, in this meeting that we had yesterday, I asked both sides, the Pinnacle side and the Synovus side to submit a template before we had our meeting. And I ask them, give me the 3 things that, in your eyes, where you work today that you don't want to see change, and give me 3 things that you would like to see change. And what was so exciting for me is that the Pinnacle team talked about they want the geographic model. They want the enterprise-wide incentive plans. They want empowerment. They want the things that -- being able to hire at a rapid pace, all the things that Terry, you've talked about that make Pinnacle special. On the Synovus side, the things that they didn't want to change was our focus on modernization and technology and tools and products and serving our clients. When then you got to the things that everybody wants to change, some of the rhetoric that came from the Pinnacle side, we'd love to have better products and innovation, and we'd love to have better tools. And what did our side say to Terry's point, we want more empowerment. We want autonomy. We want decision-making. And so when I put that together, it's not just the geography that fits together like a glove. It's that both sides are coming together, both receptive to what they both want and both wanting to change the things and the other side can help to make that change a reality. So when we execute on this, I think you're -- as Terry said, you're not going to have to convince people that this is a better place to work. It should fit together and some of the weaknesses that both sides bring to the table can be offset by what the other side brings.

And Kevin, you talked about the hiring on the Synovus side recently. Could you just talk about assimilating the Synovus revenue producers into the Pinnacle model?

Yes. Look, as Terry mentioned, I mean, our revenue producers, I don't think it's a big change to go into the Pinnacle model. What will change will be their compensation structure. And we've talked about this in previous meetings. What Pinnacle runs and what we agreed to match for -- and I'll talk about why, is largely each producer within the company will be compensated based on how well the company achieves its revenue and EPS growth targets. And in most banks around the U.S., most individual producers are paid based on their individual production. And as Terry has talked about, that creates a lot of internal competition. It also creates a mindset that what's best for me is what gets me paid. That may not be what's best for the company. It may not be best for what my team member is trying to accomplish. And so when we sat down with Terry early in the process, I was excited about adopting that model because -- not just because I think it's a good way to structure it, but look at the track record. Terry has been able to hire 150 bankers a year, pulling them from these larger institutions using that same incentive structure. He just talked about the level of turnover in his company, 3% to 5% shows you once you come there, the incentive plan is not something that creates a disengagement. They actually like it. And the biggest opportunity for us is we've produced a lot of high-performing producers, revenue producers at Synovus, but my fallacy is I think sometimes we've created an individual mindset mentality where people care more about producing and what they do. So I embrace this concept of if it's best for Pinnacle, it's best for that team member. So we're going to calibrate their compensation. They won't get paid less. Quite frankly, more will be placed into their base pay. So more will be guaranteed. And as Terry and I have talked about, as they've been able to attract other folks, generally, people like that. Now that doesn't mean there's not accountability. There's going to be KPIs. There's going to be performance reporting. So we'll know who's performing and who's not. But I like that concept that we're going to have a lot of bankers all in the boat rowing in the same direction, focusing on the same ideals, which are top line revenue growth and EPS growth. And so that's really the change. Outside of that, as Terry mentioned, not a lot of overlap. We haven't had to make a lot of reorganizations. And what our bankers are hearing is that they're going to have more accountability on pricing and decisions with clients and ability to hire. And so they're getting very excited about it. Now the reality is some of our team leaders, what I've learned from Terry and what I've been most impressed about is the rigor at how his team goes about recruiting. We may have 3 pipeline meetings a week, Terry, about loans. They have 3 pipeline meetings a week about talent. And so getting our team members, it won't be a light switch overnight, but getting our team leaders across all of the markets that we serve, focusing that intently on a pipeline of talent. Once that kicks in, you're going to see the inflection point where our team is able to hire at the same pace as the legacy Pinnacle team, that's when you're really going to start seeing the payday. And again, that's, I think, a self-fulfilling prophecy where then those team members are going to be excited because they're growing their team. There's not a single person in a bank that doesn't get excited about growth and winning. And that's what gets me excited.

When you're winning, everybody wants to be in the team picture.

So much there.

Yes.

Then moving on to the conversion -- operational conversion not until the first quarter of '27. Could it happen sooner? And could that delay impact balance sheet growth, client growth at all before the conversion occurs.

Yes. I mean, it could. I will never say never. We made the decision to do it in March of '27 for one reason. Both companies have an impeccable record of serving clients. And you can believe, Terry and I, you can go look at the Net Promoter Scores in Greenwich and J.D. Power. We're pretty proud of that. And what we don't want to have happened is a client conversion to new systems causing a major hiccup in that service quality. And so we've committed to a slightly longer conversion period to make sure that we take a concierge-like approach to that conversion. And what does that look like? That means that if you're going to convert somebody from a commercial portal to a new one, we're going to have proper training for the commercial clients. We'll have videos. We'll send technical consultants out to make sure that everything hooks up. We're not going to do it based on our timetable to get it done as fast as possible because we wanted to go as smoothly as we go. Secondly, we've seen when companies merge, a lot of MOEs will merge to a platform and one side of the company has to give up some capability or functionality because the other side didn't have it. We're going through an exhaustive evaluation right now to understand which systems we're going to move to and which capabilities would be a give up. And then we would spend that same 14 months ensuring that if we were -- if Pinnacle is moving to a Synovus system or vice versa, if there's one capability that was a give up, we would try to ensure that the product that we're moving to could have that capability at the time of conversion. So it's nothing more than making sure that we get it right. And some of the things we will do in the interim, if there's a large complex client that's coming on board, during 2026, and we know that at some point, they'd have to migrate, we may go ahead and put them on the end-state system that year instead of having them convert twice. So there will be certain things that we set up as mitigants to try to avoid bad client situations from that longer time frame. But we really believe it's going to give us an opportunity to get it right and make sure that conversion goes very smoothly.

Kevin, if I could add to that, I think one of the things that's so important here is we've got synergies, cost synergies that we've got to get, but they're pretty modest. The thesis for this deal is revenue, and that's all tied up in service delivery and reputation and all those kinds of things. And so to your point, I mean, we could scramble in here. There's no doubt we could get through a conversion more quickly than we're going to get through. But again, that's less important in this transaction than many that I've been associated with because the emphasis is on revenue, not on expense cutting.

That's well said.

And then what's the pro forma annualized balance sheet growth target?

I mean, Terry and I have talked about it. You guys know the historical growth rate. Pinnacle has been high single digits, low double digits. Synovus has been mid-single digit. And so if you just do the math, we should be high single digit to low double digit. And that's because if we're saying that the Synovus model is moving to the Pinnacle model and we'll be able to add revenue producers faster, you should assume that the organization over a period of time should triangulate around that high single-digit, low double-digit growth rate.

And then let's shift to the cost saves next year. Could you just talk about the cadence of the cost saves in 2026? And then how much will be realized immediately?

So Terry nailed it. When we look at the combined expenses of the organization, we're talking about $250 million, 9% of the combined expense base. We said 50% would be achieved in 2026. 75% by 2027 and the residual in 2028. And Terry said it best. I mean we're not going into this saying that cost synergies are the reason we're coming together, which is why that's a little prolonged. We're going into this. And maybe that's -- if you asked me earlier, what I'm most concerned about is cost synergies because no one wants to leave this company. They all want to be part of what this company has built and what it's going to build. And so that's the hard part. When you're growing and you're able to create an environment, a place people want to work, it's hard to want to cut FTEs. And so you'll see about 50% this year, 75% in '26, another 25% aggregate in '27, the residual after that. But it only represents about a 5% to 6% headcount reduction for the company. So again, to Terry's earlier point, this is not a large cut as it relates to the combined companies and compared to other MOEs.

And then on revenue synergies, will you be able to communicate revenue synergies over the next 2 to 3 years? And what are the top few categories that represent the best opportunity?

So Terry and I have been spending a lot of time talking about this because it's not fun to talk about cost synergies. It's fun to talk about revenue synergies. And we've done a back of the envelope calculation a little more than that. But we think the number could be $100 million to $130 million in the next several years. And I would put it in 2 large buckets. About 50% of it comes from what I call core revenue synergies. Those are things like balance sheet size going up, so you have higher hold limits, pricing just hiring faster on our side, that can generate about 50% of those cost synergies. The other 50%, what I call is full capacity or full utilization using the best of both companies. So whether that's looking at Terry's world in some of the specialty lending areas like equipment finance or other things that they've done extremely well, dealer, applying that to our franchise, to our footprint, if it's looking at things like treasury and payment solutions where one side has a product that the other side doesn't have. We're not saying we're going to go out and be best-in-class. We're just saying try to get to the same penetration ratio on both sides. And the third is on capital markets, different capabilities on both sides, M&A capabilities, FX capabilities, just different. And so just moving both companies to the same penetration rate -- that's the other 50%. So that contributes about $100 million to $130 million over the next couple of years. And that's not adding a bunch of expense. That's just using the tools and resources that we have available to us today.

And then maybe a question on capital. When could the company begin repurchasing stock?

Terry tells me we'll never have to repurchase stock because we're going to be growing so fast. So the company could be buying back shares day 1. I mean we said at the end of third quarter that we're estimating that at close, we'll have a 10.1% CET1 ratio, which we think is sufficient. Rates have actually come in a little bit, so it might be a little higher than that. But we feel like we start day 1 with enough capital. Our #1 use of capital, our highest priority is to deploy that capital for client growth. And if we get the client growth, then we won't have to buy back shares. But just know that we have that as a lever, and we believe we'll have lots of excess capital. If there's one thing this company will do is it will generate a lot of capital. It is an earnings machine. And so it gives us a lot of capability and flexibility strategically to use share repurchase if we would like.

And since we've got both Terry and Kevin in the audience, I'm going to stop a little earlier and see if there's questions out in the audience. Right now here with Steve, just 1 second. We get the mic, please. And if you don't mind just repeating the question.

Go ahead, Steve. We'll repeat the question. Go ahead.

Kevin, you talked about changing the mentality of it on the Synovus side to run the playbook, right, weekly recruiting meetings, comp model. I had 2 questions actually. What's your best guess? How long will it to actually start running this. It's not going to happen day 1. Is it months? Is it quarters, years? How long?

I think it's months. And I say running it, they'll start -- they're running it today. The whole team is in Nashville today, learning the playbook, talking about the routines. They'll start the sales meetings. They've already started the sales meeting. So our geographic heads are already doing it. I think the question is when will they become proficient. And one of the questions that Terry and I talked about, the CEO from Bank of North Carolina, where Terry acquired back in 2017, was at the meeting, we asked Rick. We said, Rick, you obviously became part of Pinnacle. You adopted the model. how long did it take? He said, look, it doesn't happen overnight, success. But you can start to display the activities and do the things. He said, but after about 12 months, and Terry, you lived it, he said he felt like they had fully accomplished what they had intended to do in terms of changing people's mindset and activities. And then thereafter, Terry shared this on one of the slides since that point, that franchise has grown loans at a 10% CAGR and deposits at a 14% CAGR. So it worked. But he said it's not overnight to your point. It took them about a year to get their sea legs for the proficiency to come through.

Steve, if I could, I would add to that. If I were looking at this thing from the outside and new companies really well, I said, boy, that looks like that's going to be hard and take a long time. I think the power of it is Rob McCabe, who's my long-time partner and who has run our banking business, the selling platform, all that sort of stuff is the Chief Banking Officer here. And so Kevin and I are up here talking to investors, Rob is holding a meeting with everybody in his footprint, my footprint that's a geographic decision maker. And so they're coming off the ball even today on here's how we do it, here's what the meeting frequency is, here's what the KPIs, here's what you're going to be measured on, here's how you do it, all those sorts of things and working on messaging just to help on both sides tell this story about what is the service level here, what's the net promoter score? How are we so sure we're going to continue to deliver this white glove service that Kevin was talking about. So at least for me, that's a pretty powerful thing in execution of making this transition.

And my follow-up is, so we're all trained to not trust MOEs, right? [indiscernible] was up there is like we won't do it. And you're saying all the right things, right? We don't have overlap. We don't have this -- you look at your stock, it's pretty wild. There's still a lot of skepticism in the stock. And I think you'll ultimately need to prove to the market that playbook is running, and that's going to be that high single-digit, low double-digit growth. How long until start to see that after the deal? Is it 1 year, Kevin, to get everything in and then year 2? Like what set expectations for us on this?

That feels right to me. I mean I don't think you can say that in year 1, it's going to be working like a well-oiled machine. But I mean I would submit to you, we had already planned on growing a good clip next year. So it's not like we're growing 0 and having to get to double digits. So Synovus has been focusing on things that can generate growth. As we shared going into this year, we were going to add about 30% to our revenue producers over the next 3 years. And so this year, we've been successful. So I think you'll see it ramp up in '26 and then you'll see in '27. I feel like we're in a pretty good place. And I've said that to Terry as Chairman of our Board. To me, you can't give someone forever to prove it out. So we -- I have a little bit of urgency into this, but I want to get it in place, and I want to be able to show the investment community, and I want our team members to be able to see the success of that. So I think it's fair for you to expect that within year 2, you should start to see an organization that is operating as one. And we shouldn't have to talk about the Synovus and the Pinnacle legacy growth. It's one growth, and it should look like what you would expect from historical growth rates.

Kevin, you had been trimming some parts of your portfolio over the last few years. You had really good commercial production below that, but the bottom line loan growth was a little weak as you were rightsizing it. When you look at the pro forma balance sheet, how are you looking at concentration? Is there any areas you think that you need to run off before you get to that high single-digit, low double-digit growth? Or do you feel like the mix is where you want it to be?

Yes. It's -- Terry and I were joking about due diligence. The balance sheet also fit together pretty well. There weren't any concentrations that were created in some of the specialty areas like equipment, finance and auto dealer and music entertainment, different categories of growth. We have things like structured lending. Our C&I book was built around some different industry verticals. We had our corporate and investment bank. So there's not a lot of industry overlap. The one place you could argue that there's some concentration is on the real estate side. And interesting enough, Pinnacle has been a little more focused on construction and multifamily. Synovus was more focused on term lending there. So again, it fit together pretty well. So there's nothing that we saw or we had to build in from an optimization standpoint on the balance sheet to say that we're at a concentration level there, so let's trim it. In many ways, putting the companies together creates a lot of organic growth, predominantly on the C&I side and across some other industry categories. So it actually makes us a little more diversified and actually gives us some capacity to grow in areas that we didn't have before, places like senior housing, where we had $3 billion in outstandings. Now we have twice the balance sheet, not as big a concentration as it was before. So in many ways, the combination gives us more capacity in some of the areas, and we really didn't see any areas that we need to trim.

[Jared], I might just add to that on the Pinnacle part of it. I think you're aware, we have intentionally driven our concentration limits down in CRE. And so we hit the targets that we said we would. And so we have been back in that business over the last 2 quarters or so, which is just to say that you got to burn through the equity in those projects before those things fund up, but we've been booking CRE loans. And so I think that will be a tailwind for us on growth. If in the Pinnacle footprint, we were growing at 8% or 9%, we were doing that net of probably 3% tied into CRE. So anyway, a little tailwind coming, I think, on loan production.

Jon Arfstrom from RBC. Maybe a silly question, but how important was the shareholder vote. The spread was negative for a while. There was a lot of noise around it. Never in doubt or now that it's done, are there things you can do that maybe you couldn't do before and accelerate it?

I mean, to me, it's a nonevent. I mean I wasn't in doubt, but it's just another step in the journey. I think it's just something that as you go through the process in any plan, you want to get through certain gating criteria, and this is just another step in the process. The regulatory approval would be next, Jon. For me, I focus a little less on trying to tell the story to your point, Steve. Terry and I can sit up here and tell you how excited we are and how great we think it's going to be, but I think we both recognize that what's going to change people's sentiment is actually execution and delivery. And so having the shareholders vote affirmatively is wonderful. But that doesn't change my thought process. It doesn't change any time frame. I want to get as -- I want to get to legal day 1 and get this process and I'm thinking about the growth. I mean, think about it for the first year, we won't even be on the same platform. We're going to have different systems. And so we're not converting until March of '27. So it's another year of making sure that the company is coming together so when we get the conversion day 1 that we really are a well-oiled machine. So it's another step in the journey. It's great to get that affirmative vote. But for me, it's kind of anticlimactic. If you'd add anything, Terry?

I don't think so.

Okay. And then an update on going over $100 billion with the merger. Is this something we should worry about -- just give us your updated thoughts there.

I mean, Jon, I don't think you should worry, but the people and the new Pinnacle are going to have to put a lot of time and energy into it, no. You shouldn't worry. I mean we've been preparing for this for some time. Those of you that probably haven't gone in depth about what LFI and enhanced prudential standards really means. It means we're going to spend a lot of money. We've rolled that out as part of the cost synergies, about $35 million in run rate, about $45 million in upfront cost and about $45 million in debt just to build the balance sheet from a high-quality liquid asset side. So it cost a lot of money. But I would tell you, think about it in 3 ways. Number one, enhanced risk reporting. There's going to be a lot of new reporting that's required from the organization now that's over $100 billion. Y-15, you can name the reports, just a lot of effort to get those reports out. Some of those come into effect in 2026. So we'll have some of them starting in the first half of the year and going through the second half of the year. Then you also now have to do a full CCAR analysis. So you're doing a full capital stress testing analysis. Both companies were already doing capital stress testing analysis. And so yes, we'll improve our models. We'll improve some of the output. But the real work there is to produce the report that will go to the Fed that helps to justify that stress test scenario. And then the third is really liquidity coverage ratio. So the LCR, the 2052a report, the stress testing that goes into your liquidity book. And that's more of a real-time report. And so there's a lot of effort that goes into that. What I would submit to you, outside of all of the resources that we're going to hire to make sure that we comply with those rules, the biggest issue is making sure that you have all the data to be able to do the reporting that the Fed expects. And so that's the long pole in the tent. We've already been spending time building the data models and now applying those to the Pinnacle data side, and aggregating that so that we can be in a position to do it. So it's a lot of work. It's a lot of expense when you think about it that way, but I wouldn't worry about it. We're at a position where we have individuals that have worked at Cat 4 institutions who have done it before, who are overseeing this, and we feel like we're going to be in a great position to be able to comply as those time frames come in. Most of the deliverables will happen in '27 and one in actually '28 and actually '28. So it's not like it starts day 1.

Jon, if I could, I might just go back and add to really focusing more on the first part of the question there about the shareholder vote and so forth. No doubt, you got 2 big milestones you got to clear, right? You got to get the shareholder vote and you got to get the regulatory approval. My sense is those processes have worked just right and on time and so forth. What's been more important to me, I think Steve started with the question, hey, there's been a lot of skepticism demonstrated in the share price collapse. And so for me, I've just adopted a stance that, hey, it turned into a prove it story. There's such bad experience about previous MOEs in our markets that haven't worked. My belief is we did the hard work to make these decisions that will let us execute in a different way, and we'll have to prove that. And so job one, throughout our company, I promise you, if you were in Nashville today and talk to anybody and say, hey, what's important here? They say, we're supposed to deliver the third quarter results. We're supposed to deliver the fourth quarter results, get this deal closed in the first quarter and then begin to show the balance sheet growth and P&L growth that we've projected here. So that's more the game for me is just about the execution. Again, I view those as more formalities there on the shareholder approval and regulatory approval. Clearly, we've got to get them done, but the game is about execution.

Wondering if you could comment around the tone of the regulatory discussions at all? And then I'll ask a follow-up to Terry. There's been a nice step-up in the activity levels and profit contribution from BHG. How sustainable is that? And maybe Kevin can talk about kind of the role of BHG and how that fits into the new Pinnacle.

I would just say the tone with the regulators have been very constructive. Both organizations have stellar track records and the things we've done, both from a community development standpoint as well as risk management. And so it's going through the process. Obviously, because this is crossing through $100 billion, we're having to go through some additional evaluation. But as Terry said, I think it's gone according to plan, and I use the word constructive because it feels like we have partners with our regulators that are trying to find ways to have more banks cross over $100 billion and actually show that it's something that's very doable. So I think that's there. Terry about BHG?

Yes. I'd tag on to Kevin's comment. I have viewed it to be extremely constructive. And I do think there is a mindset that they would like to demonstrate that they can approve these deals more quickly. So again, I think that served us well and made it easy on us. As it relates to BHG, BHG is in a great spot. They sort of had to weather the credit storm. I would classify it as sort of a post-COVID issue there. And -- so I think they've done that. You can see the numbers. The credit is stable. The volumes have picked up dramatically. They've got great demand on both sides of the equation, both the loans that they originate, but also on purchasers for their credit, be it through the bank network or other securitizations and so forth. So they're in a sweet spot, to be honest with you, and it feels like it's going to run that way for a while. You have heard me say before, I think over time, over the long haul, I'd like to have a less prominent position in my P&L statement for BHG. Half of that gets solved with this transaction, right? I mean, it cuts the proportion of our income that's derived from that. I do think the principles at BHG are probably personally more focused on a liquidity event than I have seen them in the not-too-distant past, really. So again, I think momentum is picking up there. I think the multiples and valuations that they can get are moving in the right direction. And so I wouldn't be surprised to see a liquidity event of some variety. I don't know if that's 1 year or 2 years or what it is, but I just think there's momentum in that direction. But to the extent that we continue a position in that company, I do think their results are sustainable and actually can further accelerate as they move forward.

And just to add, we're very familiar with BHG. We've been involved with the syndicate. They actually are co-located in our Fort Lauderdale offices. So we know them pretty well. And so as Terry mentioned, we're very comfortable with the company. And as you know, we also have a partnership with the GreenSky, Sixth Street Group, where we're a commercial sponsor with that group. So a lot of the work that we do there translates well into this BHG relationship. So we'll continue, as Terry said, to take advantage of that. And if something were to happen from a liquidity event, then that would just create capital that we would use to be able to go and offset some of the revenue there. But I think the combined company would be 4% or 5% of the company's revenue. So it really diminishes its overall share to the total pie.

And maybe one last question. Your total deposit costs, plus or minus a basis point last quarter. Can you just talk about the deposit composition in your footprint given the recent Fed cut?

Look, it's -- the deposit composition is going to be a competitive landscape going forward. Terry and I probably have slightly elevated costs relative to maybe the median, but we both believe that you may pay a premium to your clients in order to facilitate growth. Now our betas gives us a little bit of movement as rates come down, and we've talked about through-the-cycle betas should be an advantage for both companies. And so we'll continue to manage that. I think both companies have been very prudent in pricing with things like odd term CDs or promotional rates, and it's not something we're going to go and lean in on. And as I've said, I don't think we'll ever live in an environment where we say that there's not competition for deposits, but it feels like today, it's rational. And if you want to compete and if you want to get hot money CDs, you can go do that. And I think maybe that's the one thing that I think most people miss is when you look at totally deposit growth, I mean, we can grow deposits as fast as you want us to. It's just at what rate. And I think both companies have taken a posture that we're going to have prudent growth using practical pricing strategies to be able to generate that growth. But if we need to grow faster, the capacity is there. You just have to pay up a little more to do it.

Great. Please join me in thanking Terry and Kevin. Thank you.

Thank you.