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8-K - PARK NATIONAL CORP /OH/ | v204807_8k.htm |
News Release
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December
8, 2010
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Exhibit
99.1
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Park
National Corporation announces $5.0 million capital raise
NEWARK, Ohio – Park National
Corporation (Park) (NYSE Amex: PRK) has entered into agreements with
institutional investors for a direct sale of an aggregate of 71,984 common
shares and additionally, the issuance of warrants to purchase shares of Park
common stock in the future. Gross proceeds from the sale of the common shares and warrants
total $5.0 million or $69.46 per share. Park’s closing stock price was $69.46
per share on December 2, 2010 and $69.91 on December 7, 2010. The closing of the
offering is expected to take place on December 10, 2010.
As part
of the agreements announced today, the Park warrants are exercisable to purchase
in aggregate, 71,984 common shares with an exercise price of $76.41 per share,
or 110 percent of the price per share at which the initial $5.0 million of
common stock and warrants was sold. The Series A warrants to purchase 35,992
common shares expire six months after the closing date and the Series B warrants
to purchase 35,992 common shares expire 12 months after the closing date. The
common shares, the warrants and the common shares underlying the warrants are to
be issued under Park’s shelf registration statement.
“We are
pleased again to raise additional capital without selling our stock at a
discount to the market price on December 2, 2010. Our strong
financial performance is attractive to investors. As a result, the investors
purchased the stock, along with warrants, at an exercise price of $76.41 per
share, a 10 percent premium,” said Park Chairman C. Daniel DeLawder. Capital-raising activities since April
of 2009 have increased Park’s common shares outstanding by 1,413,256 shares,
generating a net total of $87 million in additional capital.
Park
intends to use the proceeds from this direct sale for general corporate purposes
and to take advantage of strategic opportunities that may arise. General
corporate purposes may include acquisition opportunities, capital expenditures,
investments in or loans to subsidiaries, payment or refinancing of debt, and
partial or complete repayment of Park’s financial commitments in the U.S.
government’s TARP Capital Purchase Program.
Rodman
& Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc.
(Nasdaq: RODM), acted as the exclusive placement agent for the direct sale
transaction.
Total
assets for Park were $7.1 billion as of September 30, 2010. Headquartered in
Newark, Ohio, Park consists of 13 community bank divisions and two specialty
finance companies. Park’s Ohio-based banking operations are conducted through
Park subsidiary The Park National Bank and its divisions which include Fairfield
National Bank, Richland Bank, Century National Bank, First-Knox National Bank,
Farmers and Savings Bank, United Bank, Second National Bank, Security National
Bank, Unity National Bank and The Park National Bank of Southwest Ohio &
Northern Kentucky. Park’s other banking subsidiary is Vision Bank (headquartered
in Panama City, Florida), and its Vision Bank Division (of Gulf Shores,
Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance)
and Guardian Finance Company.
The securities described above are being offered pursuant to a
shelf registration statement (File No. 333-159454), which was declared effective
by the United States Securities and Exchange Commission ("SEC") on May 22, 2009.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any of the securities described herein, nor shall there be any
sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. When filed with the
SEC, copies of the prospectus supplement and the accompanying base prospectus
relating to this offering may be obtained at the SEC's website at http://www.sec.gov or
from Rodman & Renshaw, LLC by request at info@rodm.com or
(212) 356-0549.
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Media Contacts:
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Bethany
Lewis, Communications Specialist, 740.349.0421 or
blewis@parknationalbank.com
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John
Kozak, CFO, 740.349.3792 or jkozak@parknationalbank.com
Park
National Corporation
50
N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com