Park Sterling Corporation (NASDAQ: PSTB), the holding company for
Park Sterling Bank, and Community Capital Corporation (NASDAQ:
CPBK), the holding company for CapitalBank, jointly announced today
the signing of a definitive merger agreement under which Park
Sterling will acquire Community Capital for a total value of
approximately $32.4 million.
Upon completion of the transaction, the combined company will
have over $1.2 billion in total assets, $903 million in total
deposits, $884 million in total loans, and a network of 21 branches
in the Carolinas. The merger agreement has been unanimously
approved by the board of directors of each company. Closing of the
transaction, which is expected to occur in the third quarter of
2011, is subject to customary conditions, including approval by
Community Capital's shareholders and receipt of regulatory
approval. After closing, Community Capital Corporation will be
merged into Park Sterling Corporation. CapitalBank will become a
wholly owned subsidiary of Park Sterling Corporation and will
continue to operate in its markets as CapitalBank.
James C. Cherry, Chief Executive Officer of Park Sterling,
commented, "Our merger with Community Capital is the culmination of
an extensive due diligence process, and is a strong business and
cultural fit that will be positive for clients, employees, and
shareholders. Bill Stevens and his team at CapitalBank have built
an exceptional franchise over the last 23 years. We are excited and
proud that they have selected to partner with Park Sterling as we
work together to build an $8 to $10 billion community banking
franchise in the Carolinas and Virginia."
Mr. Cherry noted that "CapitalBank provides an attractive source
of core deposits in close proximity to both our existing footprint
and to nearby South Carolina growth markets in Columbia and the
Greenville/Spartanburg corridor. The merger will expand our current
product mix by adding attractive wealth management, residential
mortgage and cash management capabilities. This merger also
complements our recently announced Charleston, South Carolina
organic growth initiative."
William G. Stevens, President and Chief Executive Officer of
Community Capital, will be named Park Sterling's State Chief
Executive Officer for South Carolina. In addition, one independent
member of Community Capital's Board of Directors will be added to
the Park Sterling Board, while the remaining directors will
continue their service as members on a new CapitalBank local
advisory board.
"We are very excited about entering into this new relationship
with Park Sterling," stated Mr. 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 merger, 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
South Carolina. This merger with Park Sterling will be good for our
employees, our clients, our communities and our shareholders."
Under the terms of the merger agreement, Community Capital
shareholders will have the right to receive either $3.30 in cash or
0.6667 Park Sterling shares for each Community Capital share they
hold, subject to the limitation that the total consideration will
consist of 40.0% in cash and 60.0% in Park Sterling shares. Those
Community Capital shares exchanged for stock will convert to Park
Sterling shares in what is expected to be a tax-free exchange. Cash
will also be paid in lieu of fractional shares. The transaction
value at the time of the proposed merger may change due to
potential fluctuations in the price of Park Sterling stock.
Keefe Bruyette & Woods served as financial advisor to Park
Sterling, and Howe Barnes Hoefer & Arnett served as financial
advisor to Community Capital. McGuire Woods LLP served as outside
legal counsel to Park Sterling, while Nelson Mullins served as
outside legal counsel to Community Capital.
Webcast Park Sterling Corporation and Community Capital
Corporation will host a conference call this morning 10:00 a.m.,
EDT (3/31/11). The conference call can be accessed by dialing (877)
317-6789 and requesting the Park Sterling Bank call. Listeners
should dial in 10 minutes prior to the start of the call. The
presentation slides will be available on the respective websites of
Park Sterling and Community Capital at www.parksterlingbank.com and
www.capitalbanksc.com. A replay of the call will also be available
from 12:00 noon EDT on March 31, 2011 through April 21, 2011. To
access the replay dial (877) 344-7529, conference code 449751.
ADDITIONAL INFORMATION ABOUT THE MERGER AND
WHERE TO FIND IT
In connection with the proposed merger, Park Sterling will file
with the Securities and Exchange Commission a Registration
Statement on Form S-4 that will include a Proxy Statement of
Community Capital and a Prospectus of Park Sterling, as well as
other relevant documents concerning the proposed transaction.
SHAREHOLDERS ARE STRONGLY URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED MERGER. A free copy of the
Proxy Statement/Prospectus, as well as other filings containing
information about Park Sterling and Community Capital, may be
obtained after their filing at the SEC's Internet site
(http://www.sec.gov). In addition, free copies of documents filed
with the SEC may be obtained on the respective websites of Park
Sterling and Community Capital at www.parksterlingbank.com and
www.capitalbanksc.com.
Participants in Solicitation
Park Sterling and Community Capital and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Community Capital's
shareholders in connection with this transaction. Information about
the directors and executive officers of Park Sterling and Community
Capital and information about other persons who may be deemed
participants in this solicitation will be included in the Proxy
Statement/Prospectus. Information about Park Sterling's executive
officers and directors can be found in Park Sterling's definitive
proxy statement in connection with its 2011 Annual Meeting of
Shareholders to be filed with the SEC. Information about Community
Capital's executive officers and directors can be found in
Community Capital's definitive proxy statement in connection with
its 2010 Annual Meeting of Shareholders filed with the SEC on April
21, 2010.
About Park Sterling Corporation
Park Sterling Corporation is the holding company for Park
Sterling Bank, headquartered in Charlotte, North Carolina. The
Bank's primary focus is to provide banking 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 Bank is committed
to building a banking franchise across the Carolinas and Virginia
that is noted for sound risk management, superior client service
and exceptional client relationships. For further information,
visit www.parksterlingbank.com. Park Sterling's shares are traded
on NASDAQ under the symbol PSTB.
About Community Capital Corporation
Community Capital Corporation is the parent company of
CapitalBank, which operates 18 community oriented branches
throughout upstate South Carolina and offers a full array of
banking services, including a diverse wealth management group.
Additional information on CapitalBank's locations and the products
and services offered are available at www.capitalbanksc.com.
Community Capital Corporation's shares are traded on NASDAQ under
the symbol CPBK.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains, and Park Sterling and Community
Capital and their respective 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 management's
current expectations or forecasts of future events and, by their
nature, are subject to risks and uncertainties and there are a
number of factors that could cause actual results to differ
materially from those in such statements. Factors that might cause
such a difference include, but are not limited to: synergies and
other financial benefits from the proposed merger may not be
realized within the expected time frames; costs or difficulties
related to integration matters might be greater than expected;
inability to obtain governmental approvals of the combination on
the proposed terms and schedule; failure of Community Capital's
shareholders to approved the merger; fluctuation in the trading
price of Park Sterling's stock prior to the closing of the proposed
merger, which would affect the total value of the proposed merger
transaction; changes in loan mix, deposit mix, capital and
liquidity levels, emerging regulatory expectations and measures,
net interest income, credit trends and conditions, including loan
losses, allowance for loan losses, charge-offs, delinquency trends
and nonperforming asset levels, and other similar matters with
respect to Park Sterling or Community Capital; 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 allowance for loan losses of Park
Sterling or Community Capital; deterioration in the credit quality
of the loan portfolios of Park Sterling or Community Capital or in
the value of the collateral securing those loans; deterioration in
the value of securities held in the investment securities
portfolios of Park Sterling or Community Capital; 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 Sterling's or Community Capital's financial
statements; Park Sterling's ability to attract new employees; and
management's ability to effectively manage credit risk, market
risk, operational risk, legal risk, and regulatory and compliance
risk. These forward-looking statements are not guarantees of future
results or performance and involve certain risks and uncertainties
that are based on management's beliefs and assumptions and on the
information available to Park Sterling or Community Capital 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
Sterling's filings with the SEC or FDIC or Community Capital's
filings with the SEC. Forward-looking statements speak only as of
the date they are made, and Park Sterling and Community Capital
undertake 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.
Contact: James C. Cherry CEO Park Sterling Bank 704 323 4300
Email Contact William G. Stevens CEO Community Capital Corporation
864-941-8201 Email Contact Charlotte Laurent-Ottomane Nvestcom 561
395 4581 Email Contact
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