- Expands Capital Bank's franchise in North Carolina by
45 branches and $2.4 billion in assets
- Estimated single-digit EPS accretion in 2016 excluding
merger charges and double-digit in 2017 and
thereafter
Capital Bank Financial Corp. (Nasdaq:CBF) and CommunityOne Bancorp
(Nasdaq:COB) today jointly announced the execution of a definitive
merger agreement, pursuant to which Capital Bank will acquire
CommunityOne. The combination will strengthen Capital Bank's
franchise in North Carolina, particularly in Charlotte, as well as
in Greensboro/Winston Salem and the Catawba/Caldwell county
area.
Under the terms of the agreement, Capital Bank will acquire
CommunityOne by merger, with Capital Bank being the surviving
corporation. In the merger, CommunityOne shareholders shall have
the right to receive, at the election of each holder and subject to
proration, $14.25 per share in cash or 0.43 of a share of Capital
Bank Class A common stock, with the total consideration to consist
of 85% stock and 15% cash. Based on Capital Bank's closing price of
$33.59 as of Friday, November 20, 2015, the merger consideration is
valued at approximately $350 million. Capital Bank intends to
appoint Bob Reid and Scott B. Kauffman who are current CommunityOne
board members to the Capital Bank board of directors upon the
completion of the transaction.
The transaction price is a multiple of 1.3x CommunityOne's
tangible book value as of September 30, 2015. Capital Bank
estimates single-digit EPS accretion in 2016 excluding merger
charges and double digit accretion in 2017 and thereafter, which
implies an estimated earn-back period of approximately 2.3
years.
The transaction has been unanimously approved by the Board of
Directors of each company and is subject to Capital Bank and
CommunityOne shareholder and regulatory approvals and other
customary closing conditions and is expected to close in first
quarter 2016.
Capital Bank's Chairman and CEO, Gene Taylor, commented, "This
combination creates a high-powered Carolinas franchise while
meeting the financial expectations of our shareholders.
CommunityOne brings us skilled employees, a complementary branch
network, and high-quality loan and deposit relationships, and the
transaction improves Capital Bank's returns. We applaud the
excellent work of CommunityOne's leadership in turning around one
of the Carolina's oldest franchises, and we welcome CommunityOne
employees to the Capital Bank team."
CommunityOne's President and CEO Bob Reid added, "We are proud
of what we have accomplished at CommunityOne, returning a historic
100 year franchise to profitability and service to its communities
and customers. The hard work of our employees over the past four
years has put us in position to partner with one of the most
exciting growth stories among southeast regional banks. By joining
up with Capital Bank, we'll be able to do even more for our
customers and communities."
Capital Bank CFO, Chris Marshall commented "CommunityOne
represents a great opportunity to expand into another highly
attractive Southeast market with enormous growth potential. The
acquisition is priced right, and demonstrates our disciplined
approach toward capital deployment and consistently improving
shareholder returns."
Evercore served as financial advisor to Capital Bank in this
transaction and Wachtell, Lipton, Rosen & Katz served as legal
counsel. Sandler O'Neill + Partners LP and UBS Securities, LLC
served as financial advisor to CommunityOne, and Arnold &
Porter LLP served as legal counsel.
Conference Call
The Company will host a conference call today at 10:00 a.m.
Eastern Time. The number to call for this interactive
teleconference is (719) 325-2454, and the confirmation pass code is
7499380. Please dial in 10 minutes prior to the beginning of the
call. A telephonic replay of the conference call will be available
through December 2, 2015, by dialing (719) 457-0820 and entering
pass code 7499380. The live broadcast of the conference call
together with an investor presentation will be available online at
the Company's web site at www.capitalbank-us.com, by following the
link to Investor Relations. An on-line replay of the call will
be available at the same site for 90 days.
About Capital Bank Financial Corp.
Capital Bank Financial Corp. is a bank holding company, formed
in 2009 to create a premier regional banking franchise in the
southeastern United States. CBF is the parent of Capital Bank
Corp., a State of North Carolina chartered financial institution
with $7.3 billion in total assets as of September 30, 2015, and 153
full-service banking offices throughout Florida, North and South
Carolina, Tennessee and Virginia. To learn more about Capital Bank
Corp., please visit www.capitalbank-us.com.
About CommunityOne Bancorp
CommunityOne Bancorp is the Charlotte, North Carolina-based bank
holding company for CommunityOne Bank, N.A. Founded in 1907 as
First National Bank of Asheboro, CommunityOne has grown into a $2.4
billion community bank, operating 45 full service banking branches
throughout central, southern and western North Carolina, and loan
production offices in Raleigh and Winston-Salem, North Carolina and
Charleston, South Carolina. To learn more about CommunityOne
Bancorp, please visit www.community1.com
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
with 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
Securities and Exchange Commission ("SEC"). Forward-looking
statements are made only as of the date of this presentation, and
neither Capital Bank nor COB 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 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 COB'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.
CONTACT: Kenneth A. Posner
Chief of Strategic Planning and Investor Relations
Capital Bank Financial Corp.
Phone: (212) 399-4020
Kposner@cbfcorp.com
Kim Graham
Corporate & Community Affairs Manager
CommunityOne Bancorp
Phone: (980)819-6278
kim.graham@community1.com
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