☒		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (1) approval of the Merger Agreement by Capital Bank's stockholders, (2) approval of the Merger Agreement by CommunityOne's shareholders, (3) authorization for listing on the Nasdaq Stock Market of the shares of Capital Bank Common Stock to be issued in the Merger, (4) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System ("Federal Reserve"), the Federal Deposit Insurance Corporation and the North Carolina Commissioner of Banks, (5) effectiveness of the registration statement on Form S-4 for the Capital Bank Common Stock to be issued in the Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal.  Each party's obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

In connection with entering into the Merger Agreement, Capital Bank entered into a support agreement with each of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (collectively, "Oak Hill") and Carlyle Financial Services Harbor, L.P.  ("Carlyle").  Oak Hill and Carlyle each beneficially own in the aggregate approximately 23.8% of the outstanding shares of CommunityOne Common Stock. The support agreements generally require that the shareholders party thereto vote two-thirds of their shares of CommunityOne Common Stock in favor of the Merger and against alternative transactions and generally prohibit such shareholders from transferring their shares of CommunityOne Common Stock prior to the termination of the support agreements or the date CommunityOne obtains approval of the Merger Agreement by CommunityOne's stockholders. The support agreements terminate upon the termination of the Merger Agreement in accordance with its terms.

In addition, CommunityOne has entered into a support agreement with each of Crestview-NAFH, LLC ("Crestview") and R. Eugene Taylor.  Crestview and Mr. Taylor each beneficially own in the aggregate approximately 10.6% and 7.5%, respectively, of the outstanding shares of Capital Bank Class A common stock. The support agreements require that Crestview and Mr. Taylor vote all of their shares in favor of the Merger and against alternative transactions and generally prohibit such shareholders from transferring their shares of Capital Bank Class A common stock prior to the termination of the support agreements or the date Capital Bank obtains approval of the Merger Agreement by Capital Bank's stockholders. The support agreements terminate upon the termination of the Merger Agreement in accordance with its terms.

The Merger Agreement provides certain termination rights for both Capital Bank and CommunityOne and further provides that a termination fee of $14 million will be payable to the other party upon termination of the Merger Agreement under certain circumstances.

The foregoing descriptions of the Merger Agreement and the support agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the support agreements, which are attached hereto as Exhibit 2.1, 10.1, 10.2, 99.1 and 99.2 and are incorporated herein

by reference.  The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.  In addition, such representations and warranties (1) will not survive consummation of the Merger, unless otherwise specified therein, and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.  Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Capital Bank or CommunityOne, their respective affiliates or their respective businesses.  The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Capital Bank, CommunityOne, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a Joint Proxy Statement of Capital Bank and CommunityOne and a prospectus of Capital Bank, as well as in the Forms 10-K, Forms 10-Q and other filings that each of Capital Bank and CommunityOne make with the Securities and Exchange Commission ("SEC").

Forward-Looking Statements

The information presented above may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, the expected completion date, financial benefits and other effects of the proposed merger of Capital Bank or CommunityOne.  Forward-looking statements can be identified by the use of the words "anticipate," "expect," "intend," "estimate," "target" and words of similar import.  Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control.  It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements.  Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated Capital Bank's or CommunityOne's respective businesses, customer borrowing, repayment, investment and deposit practices, and general economic conditions, either nationally or in the market areas in which Capital Bank or CommunityOne operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks and important factors that could affect Capital Bank's or CommunityOne's future results are identified in their Annual Report on Form 10-K for the year ended December 31, 2014 and other reports filed with the SEC.  Forward-looking statements are made only as of the date of this Report, and neither Capital Bank nor

CommunityOne undertakes any obligation to update any forward-looking statements contained in this presentation to reflect events or conditions after the date hereof.

Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving Capital Bank or CommunityOne. Capital Bank intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement of Capital Bank and CommunityOne and a prospectus of Capital Bank, and each party will file other documents regarding the proposed transaction with the SEC.  A definitive joint proxy statement/prospectus will also be sent to the Capital Bank's and CommunityOne's stockholders seeking any required stockholder approvals. Before making any voting or investment decision, investors and security holders of Capital Bank and CommunityOne are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction.  The documents filed by Capital Bank and CommunityOne with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.  In addition, the documents filed by Capital Bank may be obtained free of charge at Capital Bank's website at http://investor.capitalbank-us.com/ and the documents filed by CommunityOne may be obtained free of charge at CommunityOne's website at http://ir.community1.com/.   Alternatively, these documents, when available, can be obtained free of charge from Capital Bank upon written request to Capital Bank Financial Corp., Attention: Secretary, 121 Alhambra Plaza, Suite 1601, Coral Gables, Florida 33134 or from CommunityOne upon written request to CommunityOne Bancorp, Attention: Secretary, 1017 E. Morehead Street, Suite 200, Charlotte, North Carolina 28203.

Capital Bank, CommunityOne, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Capital Bank's and CommunityOne's stockholders in favor of the approval of the merger.  Information about the directors and executive officers of Capital Bank and their ownership of Capital Bank common stock is set forth in the proxy statement for Capital Bank's 2015 annual meeting of stockholders, as previously filed with the SEC on April 30, 2015.  Information about the directors and executive officers of CommunityOne and their ownership of CommunityOne common stock is set forth in the proxy statement for CommunityOne's 2015 annual meeting of stockholders, as previously filed with the SEC on April 7, 2015.  Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus when they become available.

(d) Exhibits.

 

The following Exhibits are attached as part of this report:

*	The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

 

 

 

 

 

 

 

 

 

*	The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.