SOURCE: Park Sterling Corporation

Park Sterling Corporation

January 14, 2016 07:00 ET

Park Sterling Corporation Announces Final Proration Results

CHARLOTTE, NC--(Marketwired - January 14, 2016) - Park Sterling Corporation (NASDAQ: PSTB) ("Park Sterling"), the holding company for Park Sterling Bank, today announced the final proration results of the First Capital Bancorp, Inc. ("First Capital") shareholder election associated with the merger of First Capital with and into Park Sterling, completed on January 1, 2016.

Under the terms of the merger agreement, First Capital shareholders, including holders of First Capital restricted shares, could elect to receive either $5.54 in cash, 0.7748 Park Sterling shares or a combination thereof for each share of First Capital common stock, subject to the limitation that the total consideration for shareholders will consist of 30.0% in cash and 70.0% in Park Sterling shares. Cash will also be paid in lieu of fractional shares. Of the 13,056,524 shares of First Capital common stock outstanding immediately prior to closing the merger: (i) 5,929,822, or 45.4%, elected to receive cash consideration; (ii) 5,336,538, or 40.9%, elected to receive stock consideration; and (iii) 1,790,164, or 13.7%, made no election. As a result of the application of the allocation procedures contained in the merger agreement:

  • Each share as to which a cash election was made will receive $3.6595 in cash and 0.2630 shares of Park Sterling common stock for each First Capital share, representing $5.58 per share based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger;
  • Each share as to which a stock election was made will receive 0.7748 shares of Park Sterling common stock for each First Capital share, representing $5.67 per share based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger; and 
  • Each share as to which no election was made will receive 0.7748 shares of Park Sterling common stock for each First Capital share, representing $5.67 per share based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger.

Additionally, under the terms of the merger agreement, holders of warrants to purchase First Capital common stock could elect to receive either $1.77 in cash, 0.24755 Park Sterling shares or a combination thereof for each First Capital warrant, subject to the limitation that the total consideration for holders of warrants will consist of 30.0% in cash and 70.0% in Park Sterling shares. Cash will also be paid in lieu of fractional shares. Of the 7,474,022 First Capital warrants outstanding immediately prior to closing the merger: (i) 5,187,505, or 69.4%, elected to receive cash consideration; (ii) 1,893,670, or 25.3%, elected to receive stock consideration; and (iii) 392,874, or 5.3%, made no election. As a result of the application of the allocation procedures contained in the merger agreement:

  • Each warrant as to which a cash election was made will receive $0.7651 in cash and 0.1406 shares of Park Sterling common stock for each First Capital share, representing $1.79 per share based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger;
  • Each warrant as to which a stock election was made will receive 0.24755 shares of Park Sterling common stock for each First Capital warrant, representing $1.81 per warrant based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger; and 
  • Each warrant as to which no election was made will receive 0.24755 shares of Park Sterling common stock for each First Capital warrant, representing $1.81 per share based upon the $7.32 per share closing price of Park Sterling's common stock on December 31, 2015, the trading day prior to completion of the merger.

Finally, under the terms of the merger agreement, each option to purchase First Capital common stock will be converted into the right to receive merger consideration consisting of cash in an amount equal to the product of (i) $5.54 minus the per share exercise price of such option and (ii) the number of shares of First Capital common stock subject to such option. Total cash consideration to be paid to holders of options is approximately $164,000.

Park Sterling issued 8,376,094 total shares of common stock, representing $61.3 million based upon the $7.32 per share closing price of Park Sterling common stock on December 31, 2015, the trading day prior to completion of the merger, and paid approximately $25.8 million in total cash as consideration in the merger.

About Park Sterling Corporation
Park Sterling Corporation, the holding company for Park Sterling Bank, is headquartered in Charlotte, North Carolina. Park Sterling, a regional community-focused financial services company with approximately $3.1 billion in assets, is the largest community bank headquartered in the Charlotte area and has 57 banking offices in the Carolinas, Virginia and North Georgia. The bank serves professionals, individuals, and small and mid-sized businesses by offering a full array of financial services, including deposit, mortgage banking, cash management, consumer and business finance, capital markets and wealth management services with a commitment to "Answers You Can Bank On®." Park Sterling prides itself on being large enough to help customers achieve their financial aspirations, yet small enough to care that they do. Park Sterling is focused on building a banking franchise that is noted for sound risk management, strong community focus and exceptional customer service. For more information, visit www.parksterlingbank.com. Park Sterling Corporation shares are traded on NASDAQ under the symbol PSTB.

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