Item 7.01 - Regulation FD Disclosure.
On August 17, 2020, Park National Corporation ("Park") priced its underwritten
public offering of $175.0 million aggregate principal amount of 4.50%
Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Subordinated Notes").
The Subordinated Notes will be issued to the public at 100% of par. The
Subordinated Notes will have an initial fixed interest rate of 4.50% per annum,
from the original issue date to, but excluding, September 1, 2025, payable
semi-annually in arrears. From, and including, September 1, 2025 to, but
excluding, the final maturity date, the interest rate on the Subordinated Notes
will reset quarterly to a floating rate per annum equal to a benchmark rate,
which is expected to be the then-current Three-Month Term SOFR, plus 439 basis
points, payable quarterly in arrears. The Subordinated Notes will mature on
September 1, 2030. Park intends to use the net proceeds from the offering, after
deducting the underwriting discounts and estimated offering expenses, for
general corporate purposes, which may include providing capital to support
Park's growth organically or through strategic acquisitions, repaying
indebtedness, financing investments, capital expenditures, repurchasing Park's
common shares and for investments in The Park National Bank as regulatory
capital. The closing of the offering of the Subordinated Notes is subject to
customary closing conditions and is expected to close on August 20, 2020.
Piper Sandler & Co. is the sole underwriter for the offering. The Subordinated
Notes are being offered pursuant to a prospectus supplement and an accompanying
base prospectus describing the terms of the offering. Park has filed a shelf
registration statement (including a base prospectus) (File No. 333-227943), and
a preliminary prospectus supplement to the base prospectus contained in the
registration statement with the Securities and Exchange Commission ("SEC") for
the offering of the Subordinated Notes and will file a final prospectus
supplement relating to the offering of the Subordinated Notes. Prospective
investors should read the preliminary prospectus supplement and the base
prospectus in the registration statement, the final prospectus supplement (when
available) and other documents Park has filed or will file with the SEC for more
complete information about Park and the offering of the Subordinated Notes. You
may get these documents for free by visiting EDGAR on the SEC's website at
http://www.sec.gov. Electronic copies of the final prospectus supplement, when
available, and the accompanying base prospectus may be obtained by contacting
Piper Sandler & Co. at fsg-dcm@psc.com.
The foregoing disclosure does not constitute an offer to sell nor a solicitation
of an offer to buy any of the Subordinated Notes or any other securities. No
such offer, solicitation or sale of the Subordinated Notes is being made in any
state or other jurisdiction in which such an offer, solicitation or sale would
be unlawful. The Subordinated Notes have not been approved or disapproved by any
regulatory authority, nor has any such authority passed upon the accuracy or
adequacy of the prospectus supplement or the shelf registration statement or
prospectus relating thereto.
The information in Item 7.01 of this Current Report on Form 8-K is being
"furnished" and will not, except to the extent required by applicable law or
regulation, be deemed "filed" by Park for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of Section 18, nor will any of such information or
exhibit be deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
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