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8-K - FORM 8-K - Park Sterling Corp | c24213e8vk.htm |
EX-23.1 - EX-23.1 - Park Sterling Corp | c24213exv23w1.htm |
Exhibit 99.1
Press Release
Park Sterling Corporation and Community Capital Corporation Complete Merger
Charlotte, NC and Greenwood, SC November 1, 2011 Park Sterling Corporation (NASDAQ: PSTB),
the holding company for Park Sterling Bank, which has its main office in Charlotte, North Carolina,
announced today the completion of its acquisition of Community Capital Corporation (NASDAQ: CPBK),
the holding company for CapitalBank, which has its main office in Greenwood, South Carolina.
James C. Cherry, Chief Executive Officer of Park Sterling commented, We are excited to complete
our merger with Community Capital. Our work over the past several months planning the integration
of our two companies confirms our belief that the partnership is based on a strong business and
cultural fit that will be positive for customers, employees, and shareholders. We are proud to
partner with Bill Stevens and his team at CapitalBank as we work to build an exceptional banking
franchise across the Carolinas and Virginia.
When customers visit our offices they will find the same friendly faces and attentive bankers they
have known at Park Sterling and CapitalBank branches, stated Bill Stevens. Community Capital was
founded to take advantage of the economic growth in Upstate South Carolina, and through a
combination of de novo growth and a strategic mergers, we have built an attractive network of
banking offices, a solid team of professional bankers, and a loyal customer base. Now, through our
partnership with Park Sterling, we will have the capital and management resources we need to seize
the outstanding opportunities for growth that exist in markets across all of South Carolina.
Based on September 30, 2011 financial information and preliminary purchase accounting adjustments,
the combined company has approximately $1.2 billion in total assets, $840 million in total
deposits, $750 million in total loans, and a network of 22 branches and two loan production offices
in the Carolinas.
Under the terms of the merger agreement, Community Capital shareholders will receive either $3.30
in cash or 0.6667 of a share of Park Sterling common stock, or a combination thereof, for the
Community Capital shares they owned immediately prior to the merger, subject to the limitation that
the total consideration will consist of 40.0% in cash and 60.0% in Park Sterling shares. Community
Capital shares exchanged for stock will convert to Park Sterling shares in a tax-free exchange,
with cash paid in lieu of fractional shares. The final transaction value is $28.8 million based on
the $3.85 per share closing price of Park Sterling stock on October 31, 2011.
Management
Following the merger, Mr. Cherry continues to hold the position of chief executive officer of Park
Sterling. Direct reports to Mr. Cherry include Bryan Kennedy, who remains president; David Gaines,
who remains chief financial officer; Nancy Foster, who remains chief risk officer; and Bryan
Hanson, who remains human resources director. In addition, Mr. Stevens, former president and chief
executive officer of Community Capital, reports to Mr. Cherry as Park Sterlings new South Carolina
chief executive officer.
In his role as South Carolina chief executive officer, Mr. Stevens assumes responsibility for Park
Sterlings banking activities across the state, including all existing Park Sterling and
CapitalBank offices. Direct reports to Mr. Stevens include Emory Ware, South Carolina metro market
president; and Don
Sherard, South Carolina community market president. As South Carolina metro market president, Mr.
Ware, who is based in Charleston, South Carolina, is responsible for the Charleston, Columbia and
Greenville/Spartanburg area markets. Mr. Wares direct reports include Dixon Harrill, Upstate South
Carolina market president, who is based in Greenville. As South Carolina community market
president, Mr. Sherard, who is based in Abbeville, South Carolina, is responsible for the
Abbeville, Greenwood, Anderson, Clemson, Newberry, Saluda, Clinton, and Calhoun Falls area markets.
Direct Reports to Mr. Sherard include Jerry Stevens, Greenwood community market president; Glenn
Cantrell, Anderson/Clemson community market president; and Tony Lawton, Newberry/Saluda/Clinton
community market president.
In his role as president, Mr. Kennedy assumes responsibility for Park Sterlings North Carolina
banking activities as well as for the companys lines of business. Direct reports to Mr. Kennedy
include Charlie Stewart, Charlotte market president; Bob Jobe, Research Triangle market president;
Hazel Hughes, head of retail banking; Taylor Stokes, head of wealth management; David Shelnutt,
head of asset-based lending; and Judy Buchanan, head of cash management. The position of
Wilmington market president, which also reports to Mr. Kennedy, is currently vacant.
In his role as chief financial officer, Mr. Gaines assumes responsibility for Park Sterlings
finance, operations, technology, corporate real estate and corporate development functions. Direct
Reports to Mr. Gaines include Steve Arnall, treasurer; Wess Brewer, head of corporate development,
operations and information technology; Susan Sabo, chief accounting officer; and Roger Shealy, head
of managerial reporting.
In her role as chief risk officer, Ms. Foster assumes responsibility for Park Sterlings credit,
special assets, compliance, loan operations, portfolio management and internal audit functions.
Direct Reports to Ms. Foster include Nina Cloaninger, chief credit officer; Scott Husselbee,
special assets director; Pam Hughes, chief compliance officer; Sue Bready, loan operations
director; Steve Cancelliere, credit policy and portfolio management; and Elaine Crawford, internal
audit director.
Board of Directors
Leslie M. Bud Baker remains the independent chairman of Park Sterling Corporation and Park
Sterling Bank, and additionally assumes the position of chairman of CapitalBank. Walter C. Ayers,
Larry C. Carroll, Jean E. Davis, Thomas B. Henson and Jeffrey S. Kane remain independent directors
of Park Sterling Corporation and Park Sterling Bank, and additionally become directors of
CapitalBank. Mr. Cherry remains the only inside director of Park Sterling Corporation and Park
Sterling Bank, and additionally becomes a director of CapitalBank. In connection with the merger,
Patricia C. Hartung, the former chairman of Community Capitals board of directors, was appointed
to serve on the Park Sterling and Park Sterling Bank boards of directors. Ms. Hartung remains a
director of CapitalBank. The remaining Community Capital independent directors will continue their
service as members of a new South Carolina state advisory board.
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About Park Sterling Corporation
Park Sterling Corporation is the holding company for Park Sterling Bank, headquartered in
Charlotte, North Carolina, and CapitalBank, headquartered in Greenwood, South Carolina. The Banks
primary focus is to provide financial services to small and mid-sized businesses, owner-occupied
and income producing real estate owners, professionals, and other customers doing business or
residing within its target areas. Park Sterling offers a full array of banking services, including
a diverse wealth management group. Park Sterling is committed to building a banking franchise
across the Carolinas and Virginia that is noted for sound risk management, superior customer
service and exceptional customer relationships. For further information, visit either
www.parksterlingbank.com or www.capitalbanksc.com. Park Sterlings shares are traded on NASDAQ
under the symbol PSTB.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains, and Park Sterling and its management may make, certain statements that
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly
to historical or current facts and often use words such as may, plan, contemplate,
anticipate, believe, intend, continue, expect, project, predict, estimate, could,
should, would, will, goal, target and similar expressions. These forward-looking
statements express managements current expectations, plans or forecasts of future events, results
and condition, including financial and other estimates and expectations regarding the merger with
Community Capital Corporation, the general business strategy of engaging in bank mergers, organic
growth including branch openings and anticipated asset size, expansion of product capabilities,
anticipated loan growth, refinement of the loan loss allowance methodology, recruiting of key
leadership positions, decreases in construction and development loans and other changes in loan
mix, changes in deposit mix, capital and liquidity levels, emerging regulatory expectations and
measures, net interest income, credit trends and conditions, including loan losses, allowance,
charge-offs, delinquency trends and nonperforming loan and asset levels, residential sales activity
and other similar matters. These statements are not guarantees of future results or performance and
by their nature involve certain risks and uncertainties that are based on managements beliefs and
assumptions and on the information available to management at the time that these disclosures were
prepared. Actual outcomes and results may differ materially from those expressed in, or implied by,
any of these forward-looking statements.
You should not place undue reliance on any forward-looking statement and should consider all of the
following uncertainties and risks, as well as those more fully discussed in any of Park Sterlings
filings with the SEC: failure to realize synergies and other financial benefits from the merger
with Community Capital within the expected time frame; increases in expected costs or difficulties
related to integration of the Community Capital merger; inability to identify and successfully
negotiate and complete additional combinations with potential merger partners or to successfully
integrate such businesses into Park Sterling, including the companys ability to realize the
benefits and cost savings from and limit any unexpected liabilities acquired as a result of any
such business combination; the effects of negative economic conditions, including stress in the
commercial real estate markets or delay or failure of recovery in the residential real estate
markets; changes in consumer and investor confidence and the related impact on financial markets
and institutions; changes in interest rates; failure of assumptions underlying the establishment of
our allowance; deterioration in the credit quality of our loan portfolios or in the value of the
collateral securing those loans or in the value of guarantor support for those loans, where
applicable; deterioration in the value of securities held in our investment securities portfolio;
failure of assumptions underlying the utilization of our deferred tax assets; legal and regulatory
developments; increased competition from both banks and nonbanks; changes in accounting standards,
rules and interpretations, inaccurate estimates or assumptions in accounting and the impact on Park
Sterlings financial statements; Park Sterlings ability to attract new employees; and managements
ability to effectively manage credit risk, market risk, operational risk, legal risk, and
regulatory and compliance risk.
Forward-looking statements speak only as of the date they are made, and Park Sterling undertakes no
obligation to update any forward-looking statement to reflect the impact of circumstances or events
that arise after the date the forward-looking statement was made.
###
For additional information contact:
James C. Cherry, Chief Executive Officer
Park Sterling Corporation
704 323 4300
jcherry@parksterlingbank.com
Park Sterling Corporation
704 323 4300
jcherry@parksterlingbank.com
William G. Stevens, South Carolina State Chief Executive Officer
Park Sterling Corporation
864-941-8201
bstevens@capitalbanksc.com
Park Sterling Corporation
864-941-8201
bstevens@capitalbanksc.com
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