Park National Bank announces plan to welcome NewDominion Bank into organization in 2018
January 23, 2018
Charlotte-based bank to expand services through new partnership
NEWARK, Ohio and CHARLOTTE, N.C. – Park National Corporation (Park) (NYSE AMERICAN: PRK) and NewDominion Bank (NewDominion) (OTC PINK:NDMN) have signed a definitive agreement and plan of merger, in which NewDominion will become a community bank division of Park’s subsidiary The Park National Bank. The merger will allow NewDominion to strengthen its community banking success, achieve new growth goals as a company and broaden its services, such as larger and more specialized loans and wealth management capabilities. NewDominion will keep its name, local leadership and board, and maintain local decision-making and community support. NewDominion’s mission, vision and core values will continue to be at the center of every client interaction and their executive team will remain headquartered in Charlotte, North Carolina.
In November 2016, Park made a friendly investment of $3.5 million in NewDominion, giving Park 8.55 percent current ownership of NewDominion’s outstanding common stock. Yesterday, the boards of directors of both Park and NewDominion unanimously approved a merger transaction, which is expected to close mid-year of 2018.
“This is an exciting time for our company and clients. I’m so proud of the commitment and effort our teammates have made to transform our bank and look forward to seeing the even greater impact we’ll be able to make in our community and with our clients across the region,” said NewDominion Chief Executive Officer J. Blaine Jackson. “Having the strength of Park National Bank behind us is going to take us all, our clients included, to the next level.”
NewDominion holds $338 million in assets (as of December 31, 2017) and operates two banking offices, in downtown Charlotte and Mooresville, respectively. At December 31, 2017 it had $282 million in deposits and $284 million in loans. NewDominion recently announced that 2017 was its most successful year in its 13-year history. Loans grew by 14 percent and deposits grew by 9 percent.
Park is a well-capitalized organization with eleven community banking divisions. By adding operations in a metropolitan market like Charlotte, Park intends to build on its successful performance in similar areas like Columbus and Cincinnati, Ohio. “The bankers at NewDominion are a welcome addition to our organization. We have common values and principles regarding community banking and delivering extraordinary service. This partnership is an excellent opportunity to create value for both organizations,” Park Chief Executive Officer David L. Trautman said. “Blaine Jackson and his team are doing great work in a thriving city, and we can provide them new and enhanced options to offer their personal and business clients. We share their enthusiasm and confidence, and look forward to supporting them as they continue NewDominion’s success.”
Under the terms of the merger agreement, Park will pay $76.4 million to acquire the remaining 91.45 percent of NewDominion shares and options. NewDominion shareholders can elect to receive either 0.01023 shares of Park common stock or $1.08 in cash for each share of NewDominion common stock owned, subject to proration such that the total consideration related to this transaction will consist of approximately 60 percent Park common stock and 40 percent cash. The agreement, in which NewDominion will merge with and into The Park National Bank, is subject to approval by NewDominion Bank’s shareholders, regulatory approvals and other customary closing conditions.
The Park National family of community banks consists of eleven 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.
Boenning & Scattergood, Inc. is serving as financial advisor and Squire Patton Boggs US LLP is serving as legal advisor to Park.
Sandler O’Neill is serving as financial advisor and Wyrick Robbins Yates & Ponton LLP is serving as legal advisor to NewDominion.