Park National Corporation (Park) and CABFinancial Corporation (CAB) have signed a definitive agreement and plan of merger and reorganization, pursuant to which CAB will merge with and into Park, with Park surviving (the “parent merger”). Following the parent merger, Carolina Alliance Bank, the banking subsidiary of CAB, will merge with and into Park’s banking subsidiary, The Park National Bank, with The Park National Bank surviving (the “bank merger”). Following the consummation of the bank merger, Carolina Alliance Bank will operate as a community bank division of The Park National Bank. The bank division, its current senior leadership team, and its board of directors will continue to operate under the Carolina Alliance Bank name with headquarters in Spartanburg.

Among the many benefits of the merger, Carolina Alliance Bank gains greater lending capacity through its partnership with Park, an increasingly important component of its service to commercial and small business customers. It also gains the potential to broaden its offerings to include other financial services not currently available to its customers. Carolina Alliance Bank had $730 million in assets as of June 30, 2018. It operates seven banking offices in upstate South Carolina and western North Carolina and a loan production office in Charlotte, N.C.

“Park is a high performing, sound, and successful community banking organization. We chose to partner with Park National Bank because its leadership and service values align very closely with ours,” said Carolina Alliance Bank Chief Executive Officer John Kimberly. “Our customers can feel confident that this merger only strengthens our ability to grow with them and continue to do business in the way they have come to expect from Carolina Alliance Bank.”

The Park National family of community banks consists of 11 banking divisions, each led by local professionals. The banks share operational, compliance, and administrative resources, placing them in a strong position to remain competitive with sophisticated technology and service capabilities while keeping a steadfast focus on personalized service and community involvement.

“We believe in community banking excellence, and Carolina Alliance bankers share those principles and practices,” Park Chief Executive Officer David L. Trautman said. “We are committed to helping John Kimberly and his colleagues in Asheville, Greenville, Spartanburg and surrounding areas as they move forward in this next chapter of their bank’s story.”

Park is a well-capitalized organization with more than a century of community banking success in Ohio. Recently, it has pursued growth opportunities in the Carolinas and other regions. In July 2018, it welcomed NewDominion Bank in Charlotte, N.C. into its family of community banks, and in May it opened a lending office in Louisville, Ky.

Under the terms of the merger agreement, Park will issue approximately 1.03 million shares and $28.4 million to acquire CAB. Specifically, CAB shareholders will have the right to receive 0.1378 shares of Park common stock and $3.80 in cash for each share of CAB common stock owned, with total consideration to consist of approximately 80 percent stock and 20 percent cash. Based upon Park’s 20-day average closing price of $110.34 through September 7, 2018, the implied per-share price is $19.00 with an aggregate transaction value of approximately $141.8 million. The merger is subject to approval by CAB’s shareholders, regulatory approvals, and other customary closing conditions and is expected to close during the first half of 2019.

Sandler O’Neill & Partners, L.P. is serving as financial advisor and Squire, Patton, and Boggs is serving as legal advisor to Park National Corporation.

FIG Partners, LLC is serving as financial advisor and Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to CAB Financial Corporation.