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 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 Sterling's new South Carolina chief executive officer.
In his role as South Carolina chief executive officer, Mr.
Stevens assumes responsibility for Park Sterling's 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. Ware's 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 Sterling's North Carolina banking activities as well as for
the company's 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 Sterling's 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 Sterling's 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 Capital's
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.
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 Bank's
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 Sterling's 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
management's 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 management's 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
Sterling's 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 company's 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 Sterling'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.
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.
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