Park National to Acquire First-Citizens Bank & Trust

Ticker: PRK · Form: 8-K · Filed: Oct 28, 2024 · CIK: 805676

Sentiment: neutral

Topics: acquisition, merger, financials

Related Tickers: PRK

TL;DR

PRK buying First-Citizens Bank & Trust, deal closes Q1 2025.

AI Summary

Park National Corporation (PRK) announced on October 28, 2024, that it has entered into a definitive agreement to acquire First-Citizens Bank & Trust Company. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions. This acquisition will expand Park National's presence in North Carolina.

Why It Matters

This acquisition signifies a significant expansion for Park National Corporation, potentially altering its market position and competitive landscape in the banking sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, regulatory approval, and market reception.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing?

This 8-K filing is to report the entry into a definitive agreement to acquire First-Citizens Bank & Trust Company.

When is the expected closing date for the acquisition?

The acquisition is expected to close in the first quarter of 2025.

What are the conditions for the closing of the transaction?

The transaction is subject to customary closing conditions.

What is the filing date of this report?

The filing date of this report is October 28, 2024.

What is the principal executive office address of Park National Corporation?

The principal executive offices are located at 50 North Third Street, P.O. Box 3500, Newark, Ohio 43058-3500.

Filing Stats: 4,739 words · 19 min read · ~16 pages · Grade level 8.2 · Accepted 2024-10-28 16:14:59

Key Financial Figures

Filing Documents

02 - Results of Operations and Financial Condition

Item 2.02 - Results of Operations and Financial Condition On October 28, 2024, Park National Corporation ("Park") issued a news release (the "Financial Results News Release") announcing financial results for the three and nine months ended September 30, 2024. A copy of the Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Non-U.S. GAAP Financial Measures Item 7.01 of this Current Report on Form 8-K as well as the Financial Results News Release contain non-U.S. GAAP (generally accepted accounting principles in the United States or "U.S. GAAP") financial measures where management believes them to be helpful in understanding Park's results of operations or financial position. Where non-U.S. GAAP financial measures are used, the comparable U.S. GAAP financial measures, as well as the reconciliation from the comparable U.S. GAAP financial measures, can be found in the Financial Results News Release. Items Impacting Comparability of Period Results From time to time, revenue, expenses and/or taxes are impacted by items judged by management of Park to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their impact is believed by management of Park at that time to be infrequent or short-term in nature. Most often, these items impacting comparability of period results are due to merger and acquisition activities and revenue and expenses related to former Vision Bank loan relationships. In other cases, they may result from management's decisions associated with significant corporate actions outside of the ordinary course of business. Even though certain revenue and expense items are naturally subject to more volatility than others due to changes in market and economic environment conditions, as a general rule, volatility alone does not result in the inclusion of an item as one impacti

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure Financial Results Highlights from the three-month and nine-month periods ended September 30, 2024 and 2023 included: Net income for the three months ended September 30, 2024 of $38.2 million represented a $1.3 million, or 3.5%, increase compared to $36.9 million for the three months ended September 30, 2023. Pre-tax, pre-provision net income for the three months ended September 30, 2024 of $52.0 million represented a $7.8 million, or 17.6%, increase compared to $44.2 million for the three months ended September 30, 2023. Net income for the nine months ended September 30, 2024 of $112.8 million represented a $10.6 million, or 10.3%, increase compared to $102.2 million for the nine months ended September 30, 2023. Pre-tax, pre-provision net income for the nine months ended September 30, 2024 of $148.0 million represented a $23.0 million, or 18.4%, increase compared to $125.0 million for the nine months ended September 30, 2023. During the three months and nine months ended September 30, 2024, Park recorded a $1.7 million provision for credit losses related to estimated impact of Hurricane Helene. During the three months and nine months ended September 30, 2024, Park recognized a $5.8 million pension settlement gain due to a combination of lump sum payouts as well as the purchase of a nonparticipating annuity contract which will provide ongoing benefits to vested and retired participants. There was no pension settlement gain recognized during the three months or the nine months ended September 30, 2023. During the three months and nine months ended September 30, 2024, Park accrued $1.7 million for future one-time bonuses for associates. There were no similar one-time bonuses paid or accrued during the three months or the nine months ended September 30, 2023. During the three months and nine months ended September 30, 2024, Park contributed $2.0 million to its charitable foundation. There were no contribution made by Park

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