8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2016

COMMUNITYONE BANCORP

(Exact name of registrant as specified in its charter)

                    North Carolina                 000-13823                    56-1456589

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

1017 East Morehead Street, Charlotte North Carolina 28204

(Address of principal executive offices)

Registrant's telephone number, including area code: (336) 626-8300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[	X	]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[		]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[		]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[		]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01       Other Events

As previously announced, on November 22, 2015, Capital Bank Financial Corp. (“Capital Bank Financial”) entered into an Agreement and Plan of Merger with CommunityOne Bancorp (“CommunityOne”) that provides for the combination of the two companies (the “merger”). As disclosed in the definitive joint proxy statement/prospectus dated March 15, 2016, a case captioned Robert Garfield v. Capital Bank Financial Corp., et al., No. 2016-001194-CA-01 (the “Garfield Action”) was filed on January 16, 2016 in the Circuit Court of the Eleventh Judicial Circuit in Miami-Dade County, Florida on behalf of a putative class of Capital Bank Financial shareholders against Capital Bank Financial, its directors, and CommunityOne. The complaint in the Garfield Action alleges, among other things, that the Capital Bank Financial director defendants breached their fiduciary duties by approving the merger, that CommunityOne aided and abetted such breaches, and that Capital Bank Financial, its directors and CommunityOne failed to disclose material information in connection with the merger. Also as previously disclosed in the definitive joint proxy statement/prospectus, a case captioned Curtis R. Pendleton v. Robert L. Reid, et al., No. 5:16-cv-00037 (the “Pendleton Action”), was filed on February 29, 2016 in the United States District Court for the Western District of North Carolina on behalf of a putative class of CommunityOne shareholders against CommunityOne, its directors, and Capital Bank Financial. On March 14, 2016, a case captioned Floyd Scrogham v. Robert L. Reid, et al., No. 5:16-cv-00045 (the “Scrogham Action”) was filed in the United States District Court for the Western District of North Carolina on behalf of a putative class of CommunityOne shareholders against CommunityOne, its directors, and Capital Bank Financial. The complaint in the Scrogham Action, like the complaint in the Pendleton Action, alleges, among other things, that certain defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by issuing a Registration/Joint Proxy Statement that, plaintiffs allege, is materially incomplete and misleading. The Garfield, Pendleton and Scrogham Actions seek, among other things, an order enjoining the merger, as well as other equitable relief and/or money damages, interest, costs, fees (including attorneys’ fees) and expenses. On March 31, 2016, the Pendleton and Scrogham Actions were consolidated for all purposes under the caption In re CommunityOne Bancorp Consolidated Stockholder Litigation, No. 5:16-cv-00037 (the “Consolidated WDNC Action”).

On April 4, 2016, the parties to the Garfield Action entered into a stipulation of settlement providing for the settlement of the Garfield Action (the “Garfield Stipulation”). If the proposed settlement is finally approved by the court, it will release all claims in the Garfield Action that were or could have been brought challenging any aspect of the merger and any disclosures made in connection therewith and preclude further proceedings. The Garfield Stipulation provides that Capital Bank Financial will make certain supplemental disclosures related to the merger, all of which are set forth in Exhibit 99.1 hereto, which should be read in conjunction with the definitive joint proxy statement/prospectus.

On April 1, 2016, the parties to the Consolidated WDNC Action filed with the Court a memorandum of understanding in which the parties agreed on the terms of a settlement of those lawsuits. The memorandum of understanding provides that CommunityOne will make certain supplemental disclosures related to the merger, all of which are set forth in Exhibit 99.2 hereto, which should be read in conjunction with the definitive joint proxy statement/prospectus. The proposed settlement is conditional upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger and final approval of the proposed settlement by the court. There can be no assurance that the parties to the Consolidated WDNC Action will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated. If the proposed settlement is finally approved by the court, it will release all claims in the Consolidated WDNC Action that were or could have been brought challenging any aspect of the merger and any disclosures made in connection therewith and preclude further proceedings.

Nothing in this Current Report on Form 8-K or any stipulation of settlement or memorandum of understanding shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth therein. The defendants agreed to the settlement of these lawsuits to avoid the uncertainty, costs, distraction and disruption inherent in litigation and without admitting that further supplemental disclosure is required under any applicable rule, statute, regulation or law. The settlements are subject to customary conditions, including, among other things, judicial approval of the proposed settlements following notice to the Capital Bank Financial and CommunityOne stockholders. Settlement hearings will be scheduled to consider the fairness, reasonableness, and adequacy of the proposed settlements. If each of the proposed settlements is finally approved by the respective courts considering such settlements, the settlements will resolve and release all claims in the Garfield Action and the Consolidated WDNC Action that were or could have been brought challenging any aspect of the proposed merger or the merger agreement and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement by the respective courts. In addition, in connection with the proposed settlements, the parties contemplate that plaintiffs’ counsel will seek awards of attorneys’ fees and expenses from each respective court. Capital Bank Financial, CommunityOne or their successors will pay or cause to be paid those attorneys’ fees and expenses awarded by the respective courts. Any settlement will not affect the amount of the merger consideration that stockholders are entitled to receive in the merger. There can be no assurance that the courts will approve the settlements.

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 Financial 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 Capital Bank Financial’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 Financial or CommunityOne operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; the outcome of any legal proceedings related to the proposed merger; and other risks and important factors that could affect Capital Bank Financial’s or CommunityOne’s future results are identified in their Annual Report on Form 10-K for the year ended December 31, 2015 and other reports filed with the SEC. Forward-looking statements are made only as of the date of this Report, and neither Capital Bank Financial nor CommunityOne 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 Financial or CommunityOne. Capital Bank Financial filed on December 18, 2015 a registration statement on Form S-4 with the SEC that includes a preliminary joint proxy statement of Capital Bank Financial and CommunityOne that also constitutes a preliminary prospectus of Capital Bank Financial. The SEC declared the registration statement effective on March 15, 2016. A definitive joint proxy statement/prospectus dated March 15, 2016 was mailed on or about March 18, 2016 to Capital Bank Financial’s and CommunityOne’s stockholders, seeking required stockholder approvals. Before making any voting or investment decision, investors and security holders of Capital Bank Financial and CommunityOne are urged to carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. The documents filed by Capital Bank Financial 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 Financial may be obtained free of charge at Capital Bank Financial’s website at http://investor.capitalbank-us.com and the documents filed by CommunityOne may be obtained free of charge at CommunityOne’s website at http://ir.community1.com. Alternatively, these documents can be obtained free of charge from Capital Bank Financial upon written request to Capital Bank Financial Corp., Attention: Secretary, 4725 Piedmont Row Drive, Suite 110, Charlotte, North Carolina 28210 or from CommunityOne upon written request to CommunityOne Bancorp, Attention: Secretary, 1017 E. Morehead Street, Suite 200, Charlotte, North Carolina 28204.

Capital Bank Financial, CommunityOne, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Capital Bank Financial’s and CommunityOne’s stockholders in favor of the approval of the merger. Information about the directors and executive officers of Capital Bank Financial and their ownership of Capital Bank Financial common stock is set forth in the proxy statement for Capital Bank Financial’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 Annual Report on Form 10-K for the year ended December 31, 2015, as previously filed with the SEC on March 11, 2016. Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Capital Bank Financial Corp. Supplemental Disclosures to the Joint Proxy Statement/Prospectus, dated March 15, 2016.
99.2	CommunityOne Bancorp Supplemental Disclosures to the Joint Proxy Statement/Prospectus, dated March 15, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 6, 2016	COMMUNITYONE BANCORP
(Date)	(Registrant)
	/s/ David L. Nielsen
	David L. Nielsen
	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Capital Bank Financial Corp. Supplemental Disclosures to the Joint Proxy Statement/Prospectus, dated March 15, 2016.
99.2	CommunityOne Bancorp Supplemental Disclosures to the Joint Proxy Statement/Prospectus, dated March 15, 2016.

EX-99.1

EXHIBIT 99.1

Capital Bank Financial Corp. Supplemental Disclosures

In connection with the proposed settlement of the Garfield Action, as described in the Report to which this Exhibit is attached, Capital Bank Financial has agreed to make these supplemental disclosures to the joint proxy statement/prospectus filed with the Securities and Exchange Commission on March 15, 2016. This supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety. As noted above, none of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. With the exception of the newly added section titled “The Merger-Financial Forecasts and Projections of Capital Bank Financial”, additional disclosures are underlined and italicized for convenience.

The following disclosure is added to the first bullet on page 20 under the heading “Summary-Interests of CommunityOne’s Directors and Executive Officers in the Merger.”

• Capital Bank Financial will appoint one member of the CommunityOne board of directors selected by Capital Bank Financial, in consultation with CommunityOne, and one designee of Oak Hill to serve on the Capital Bank Financial board.It is currently expected that Robert L Reid, Chief Executive Officer and President of CommunityOne, will serve as the CommunityOne designee and that Scott B. Kaufman, a partner at Oak Hill, will serve as the Oak Hill designee.

The following disclosure is added to the second bullet on page 42 under the heading “Risk Factors-Certain of CommunityOne's directors and executive officers have interests in the merger that may differ from the interests of CommunityOne's shareholders.”

• Capital Bank Financial will appoint one member of the CommunityOne board of directors selected by Capital Bank Financial, in consultation with CommunityOne, and one designee of Oak Hill to serve on the Capital Bank Financial board.It is currently expected that Robert L Reid, Chief Executive Officer and President of CommunityOne, will serve as the CommunityOne designee and that Scott B. Kaufman, a partner at Oak Hill, will serve as the Oak Hill designee.

The following disclosure is added to the last paragraph on page 62 under the heading “The Merger-Background of the Merger.”

On October 8, 2015, the President and CEO and the Chief Financial Officer of Capital Bank Financial met with representatives of the two largest shareholders of CommunityOne, affiliates of Carlyle and affiliates of Oak Hill (each of which owned approximately 23.8% of the outstanding CommunityOne common stock and would potentially continue to be large shareholders of a combined company).At that meeting, the attendees discussed Capital Bank Financial’s business strategy, corporate governance and management, as well as Capital Bank Financial’s objectives for a possible combination of CommunityOne with Capital Bank Financial.

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EXHIBIT 99.1

The following disclosure supplements and restates the third bullet on page 67 under the heading “The Merger-Capital Bank Financial's Reasons for the Merger; Recommendation of Capital Bank Financial's Board of Directors.”

• the anticipated pro forma impact of the transaction on the combined company, including the expected impact on financial metrics including earnings and tangible book value (estimated at the time of the November 22, 2015 meeting to result in a pro forma tangible book value dilution of $0.19 or 1.0% as of September 30, 2015) and regulatory capital levels;

The following disclosure is added as the new sixth bullet on page 68 under the heading “The Merger-Capital Bank Financial's Reasons for the Merger; Recommendation of Capital Bank Financial's Board of Directors.”

• the one-time transaction costs and expenses to be incurred in connection with the merger, estimated to be approximately $25 million pre-tax as of November 22, 2015;

The following disclosure is added as the new ninth bullet on page 68 under the heading “The Merger-Capital Bank Financial's Reasons for the Merger; Recommendation of Capital Bank Financial's Board of Directors.”

• the potential cost synergies and savings, estimated as of November 22, 2015 to be $8.5 million in 2016 and $17.0 million in 2017;

The following disclosure is added to the first full paragraph on page 78 under the heading “The Merger-Opinion of Evercore Group LLC.”

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Capital Bank Financial, CommunityOne or any of their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.As of November 24, 2015, the date Evercore rendered its fairness opinion to the Capital Bank Financial board, Evercore did not hold any securities, or related derivative securities, or financial instruments of Capital Bank Financial, Community One or their respective affiliates, for its own account.

The following disclosure is added as a new section titled “The Merger-Financial Forecasts and Projections of Capital Bank Financial” following the section titled “The Merger-Opinion of Evercore Group LLC.”

Financial Forecasts and Projections of Capital Bank Financial

Neither Capital Bank Financial nor CommunityOne as a matter of course publicly disclose internal management budgets, forecasts or projections as to future financial performance due to the unpredictability of the underlying assumptions and estimates. However, in connection with rendering its opinion and performing its related financial analysis, Evercore requested, and Capital Bank Financial’s management furnished Evercore with, certain non-public projected financial data relating to Capital Bank Financial and CommunityOne prepared by Capital Bank Financial’s management.

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EXHIBIT 99.1

Set forth below is a summary of certain financial forecasts and projections for 2016 through 2020 that were provided by Capital Bank Financial’s management to Evercore. The financial forecasts and projections for 2021 set forth below were prepared by Evercore, and were based on Capital Bank Financial’s management’s 2016 through 2020 forecasts and projections. Capital Bank Financial management approved the 2021 forecasts and projections set forth below.

	12/31/16	12/31/17	12/31/18	12/31/19	12/31/20	12/31/21
CommunityOne Net Income(1):	$13.0	$15.2	$16.8	$18.4	$20.3	$22.3
Capital Bank Net Income(1):	$66.1	$76.0	$83.6	$92.0	$101.1	$111.2

Note: $ in millions

(1) Includes 1.00% opportunity cost of cash.

These financial forecasts and projections cannot be considered to necessarily be predictive of actual future operating results, and no assurance can be given regarding future events. The financial forecasts and projections represent Capital Bank Financial’s independent forecasts and projections and evaluation of Capital Bank Financial’s and CommunityOne’s future financial performances, without input from CommunityOne. The 2016 through 2020 forecasts and projections of net income for CommunityOne and Capital Bank Financial were based on publicly available Wall Street research analysts’ consensus estimates for 2016, as of November 20, 2015, and were projected to grow at 10% thereafter. The 2021 financial forecasts and projections apply the same growth rate. Capital Bank Financial’s management team did not assume responsibility for independent verification of, and did not independently verify, the publicly available consensus estimates. In addition, the financial forecasts and projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements and were not necessarily prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In light of the foregoing, and considering that the Capital Bank Financial special meeting will be held several months after the financial forecasts and projections were prepared, as well as the uncertainties inherent in any financial forecasts and projections, shareholders of Capital Bank Financial and CommunityOne are cautioned not to rely on these financial forecasts and projections as a predictor of future operating results or otherwise.

The estimates and assumptions underlying the financial forecasts and projections involve assumptions and judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions. These estimates and assumptions may not be realized and are inherently subject to significant business, economic, competitive and regulatory risks and uncertainties, including those risk factors detailed in the sections of this joint proxy statement/prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Capital Bank Financial, CommunityOne and Evercore. Estimates or projections of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold.

Actual results could vary materially from those presented in the financial forecasts and projections, and actual value or future results could be significantly more or less favorable than what is suggested by the forecasts and projections. The inclusion of these financial forecasts and projections should not be interpreted as an indication that Capital Bank Financial, CommunityOne or Evercore considers this information as necessarily predictive of actual future results, and this information should not be relied on

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EXHIBIT 99.1

for that purpose. Neither Capital Bank Financial’s auditors, nor CommunityOne’s auditors, nor any other independent registered public accounting firm, examined, compiled or performed any procedures with respect to these forecasts or projections. Nor have Capital Bank Financial’s auditors, CommunityOne’s auditors, any other independent registered public accounting firm, or Evercore expressed any opinion or any other form of assurance on this information or its achievability.

Neither Capital Bank Financial nor CommunityOne intends to disclose publicly any update or other revision to these forecasts or projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events or changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

The following disclosure supplements and restates the paragraph on page 95 under the heading “The Merger-Interests of CommunityOne's Directors and Executive Officers in the Merger-Appointment of CommunityOne Directors.”

Capital Bank Financial will take all appropriate action so that, as of the effective time, the number of directors constituting the board of directors of Capital Bank Financial will be increased in size by two, and Capital Bank Financial will appoint one member of the CommunityOne board of directors selected by Capital Bank Financial, in consultation with CommunityOne, to fill one of the resulting vacancies and one designee of Oak Hill to fill the other vacancy.It is currently expected that Robert L. Reid, Chief Executive Officer and President of CommunityOne, will serve as the CommunityOne designee and that Scott B. Kaufman, a partner at Oak Hill, will serve as the Oak Hill designee. These two individuals will serve in such roles subject to the policies of Capital Bank Financial generally applicable to its board of directors. Apart from the addition of these two individuals, the individuals holding positions as directors and officers of Capital Bank Financial immediately prior to the effective time will be the directors and officers of the surviving corporation.

The following disclosure is added to the second paragraph on page 101 under the heading “The Merger-Investor Letter Agreements-Capital Bank Financial Investor Letter Agreements.”

Pursuant to the Capital Bank Financial investor letter agreements, each of Oak Hill and Carlyle have agreed, subject to certain exceptions, to vote two-thirds of their shares of CommunityOne common stock in favor of the merger and against alternative transactions and generally prohibit such shareholders from transferring their shares of CommunityOne common stock prior to the termination of the support agreements or the date CommunityOne obtains approval of the merger at the CommunityOne special meeting. The support agreements terminate upon the termination of the merger agreement in accordance with its terms. As of the date of the merger agreement and the record date, Carlyle and Oak Hill each owned approximately 23.8% of the outstanding shares of CommunityOne common stock.Immediately following the completion of the merger, it is estimated that Carlyle and Oak Hill will collectively own approximately 14% of the outstanding shares of Capital Bank Financial Class A common stock. Such estimated ownership is an estimate and subject to change based on a variety of factors, including Carlyle and Oak Hill's decision with respect to the election and the proration procedures.

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EX-99.2

EXHIBIT 99.2

CommunityOne Bancorp Supplemental Disclosures

In connection with the proposed settlement of the Consolidated WDNC Action, as described in the Report to which this Exhibit is attached, CommunityOne has agreed to make these supplemental disclosures to the joint proxy statement/prospectus filed with the Securities and Exchange Commission on March 15, 2016. This supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety. As noted above, none of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. With the exception of newly added disclosures that do not modify pre-existing disclosures under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P.-Net Present Value Analyses” and the newly added section titled “The Merger-Financial Forecasts and Projections of CommunityOne”, additional disclosures are underlined and italicized for convenience and deleted words are shown as struck through.

The following disclosure is added to the first full paragraph on page 60 under the heading “The Merger-Background of the Merger.”

In May 2015, the CommunityOne board, as part of its annual regular strategic planning process, undertook a formal assessment process of CommunityOne’s performance, prospects and alternatives to increase shareholder value, using the assistance of Sandler O’Neill & Partners L.P. ("Sandler O’Neill") and UBS Securities LLC ("UBS"). The CommunityOne board was aware when it began working with Sandler O’Neill that an affiliate of Carlyle has an indirect ownership interest in Sandler O’Neill. The assessment process set forth a baseline framework of CommunityOne on a stand-alone basis, using its latest forecast, and compared that baseline to evaluate a series of options, including CommunityOne undertaking a series of acquisitions of small bank and non-bank entities, a merger of equals with a like-size entity, an acquisition of CommunityOne by a larger institution and selling CommunityOne in a strategic sale. In making their respective assessments, each of Sandler O’Neill and UBS focused on CommunityOne’s strengths, including its markets and growth, and its challenges, including its stock price and limited trading volume. Other factors considered included the ability of CommunityOne to use its substantial deferred tax asset and the potential value of the deferred tax asset to any merger partner (which would vary depending on such things as the size and tax attributes of the entity), potential partners who might provide CommunityOne shareholders with the possibility of increasing their investment potential over different investment horizons, and the potential value of CommunityOne in the future.

The following disclosure is added to the paragraph that begins at the bottom of page 60 and continues on page 61 under the heading “The Merger-Background of the Merger.”

CommunityOne had discussions with five entities during the ensuing four months, resulting in CommunityOne successfully bidding and closing on a branch acquisition from CertusBank, N.A. in the second quarter of 2015. These discussions included meetings with company B, resulting in CommunityOne entering into a non-disclosure agreement with company B on January 20, 2015 so that the two parties could exchange information and engage in meaningful discussions on the structure and terms of a potential transaction. This non-disclosure agreement (as well as the non-disclosure agreements entered into with Capital Bank Financial and company C, company D and company E) had a term of two years and did not include a standstill provision. CommunityOne reviewed several other acquisition opportunities of banking institutions during January through June 2015, but concluded that, given its then current stock price, it would not be competitive in any of those situations. Under the guidance and review

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EXHIBIT 99.2

of the Strategic Planning Committee of the CommunityOne board, commencing in April 2015 through August 2015, CommunityOne pursued the acquisition of a nonbank company that engaged in SBA lending, submitting several expressions of interest and conducting due diligence, but CommunityOne ultimately was not successful in entering into a transaction with that entity. The Strategic Planning Committee of the board is a standing committee of the CommunityOne board that has been delegated the authority by the CommunityOne board to oversee management in matters relating to strategic transactions and to report to the full CommunityOne board as appropriate. The members of the Strategic Planning Committee are Robert L. Reid, Chief Executive Office of CommunityOne, J. Chandler Martin, Chair of the CommunityOne board and Lead Independent Director, John C. Redett, the CommunityOne board member appointed by Carlyle, and Scott B. Kaufman, the CommunityOne board member appointed by Oak Hill.

The following disclosure is added to the paragraph that begins at the bottom of page 61 and continues on page 62 under the heading “The Merger-Background of the Merger.”

At the conclusion of this assessment process, the CommunityOne board unanimously agreed at its regularly scheduled meeting on July 23, 2015 to formally engage Sandler O’Neill and UBS to assist CommunityOne in assessing several strategic alternatives, including a purchase of one or more bank or non-bank entities, a merger of equals with a select group of companies in a manner that could preserve CommunityOne’s substantial deferred tax asset, and a strategic sale to a group of larger companies where CommunityOne would be a material percentage of the pro forma combined company’s assets, and where there would be a likelihood of material synergies and compatible operating models. The CommunityOne board directed that Sandler O’Neill and UBS contact certain companies identified by the advisors and selected by the CommunityOne board that met the criteria set forth above, beginning with companies where a merger of equals transaction might be appropriate, because the CommunityOne board believed that such a transaction would allow CommunityOne’s substantial deferred tax asset to be preserved, and allowed the CommunityOne shareholders to continue to hold a larger stake in the pro forma combined company, potentially providing the CommunityOne shareholders the possibility of appreciation of their investment over time. CommunityOne formally engaged Sandler O’Neill to serve as its co-financial advisor in connection with the CommunityOne board’s consideration of strategic alternatives based on, among other factors, Sandler O’Neill’s reputation as a nationally recognized investment bank with a specialty in financial institutions, its experience in mergers and acquisitions, valuations, financing and capital markets transactions and, having provided investment banking services to CommunityOne in the past, including in the recapitalization of CommunityOne in October 2011, Sandler O’Neill’s familiarity with CommunityOne and CommunityOne’s strategic goals, and the environment and markets in which it competes. CommunityOne also formally engaged UBS to serve as a co-financial advisor in connection with the CommunityOne board’s consideration of strategic alternatives based on, among other factors, UBS’s reputation as a nationally recognized investment bank with a specialty in financial institutions, its experience in mergers and acquisitions, valuations, financing and capital markets transactions and its familiarity with certain of the institutions that CommunityOne likely would want to approach regarding a possible merger of equals or a strategic sale. Under the terms of their respective engagement letters, (1) the scope of the financial advisory services to be provided by Sandler O’Neill and UBS were substantially similar, except that in the event of any transaction for which the CommunityOne board of directors may request a fairness opinion any such opinion would be rendered by Sandler O’Neill and UBS would not provide any fairness opinion, and (2) Sandler O’Neill and UBS would be entitled to the same compensation, except Sandler O’Neill would be additionally compensated if it were to render a fairness opinion.

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EXHIBIT 99.2

The following disclosure supplements and restates the first full paragraph on page 65 under the heading “The Merger-Background of the Merger.”

On November 17, 2015, the members of the CommunityOne board other than the directors who represent Carlyle and Oak Hill had an informational meeting to discuss the Capital Bank Financial revised expression of interest and the results of the process relating to company B. Members of CommunityOne’s management team, representatives of Sandler O’Neill and UBS and a representative of Arnold & Porter were in attendance at that meeting. At the meeting, J. Chandler Martin, the CommunityOne Chair of the Board, updated the directors on the status of the process and the details of both proposals, as well as the recommendation of the Strategic Planning Committee for the full CommunityOne Board to evaluate the Capital Bank Financial proposal against operating CommunityOne on a stand-alone basis. The board other than the directors who represent Carlyle and Oak Hill discussed extensively the oral revised expression of interest from company B, compared to the revised written expression of interest from Capital Bank Financial, and concluded unanimously that approaching company B to negotiate any further increase in its offer to approach the revised, higher offer from Capital Bank Financial would not be successful and thus should not be further considered. Representatives of Sandler O’Neill and UBS reviewed the information included in the update presentation that the Strategic Planning Committee had requested be prepared for this meeting. The directors extensively discussed the Capital Bank Financial proposal against remaining independent, including the benefits and risks of each option, including, without limitation, the benefit to CommunityOne shareholders of combining with a larger bank at a premium to CommunityOne’s historic stock price, the complementary branch network and business operating model, and proposed representation on the pro forma company’s board, as well as the risk of the U.S. Treasury re evaluatingInternal Revenue Service decreasing by regulation the rate which determined the amount that CommunityOne’s deferred tax asset would be limited if CommunityOne continued to operate on a stand-alone basis and was later sold and thereby potentially significantly decreasing the value of the deferred tax asset, and the risk and impact of Capital Bank Financial growing over $10 billion in assets on a pro forma basis, as well as the possible impact of a Capital Bank Financial transaction on CommunityOne’s customers, employees and communities.

In May 2015, the CommunityOne board, as part of its annual regular strategic planning process, undertook a formal assessment process of CommunityOne’s performance, prospects and alternatives to increase shareholder value, using the assistance of Sandler O’Neill & Partners L.P. ("Sandler O’Neill") and UBS Securities LLC ("UBS"). The CommunityOne board was aware when it began working with Sandler O’Neill that an affiliate of Carlyle has an indirect ownership interest in Sandler O’Neill. The assessment process set forth a baseline framework of CommunityOne on a stand-alone basis, using its latest forecast, and compared that baseline to evaluate a series of options, including CommunityOne undertaking a series of acquisitions of small bank and non-bank entities, a merger of equals with a like-size entity, an acquisition of CommunityOne by a larger institution and selling CommunityOne in a strategic sale. In making their respective assessments, each of Sandler O’Neill and UBS focused on CommunityOne’s strengths, including its markets and growth, and its challenges, including its stock price and limited trading volume. Other factors considered included the ability of CommunityOne to use its substantial deferred tax asset and the potential value of the deferred tax asset to any merger partner (which would vary depending on such things as the size and tax attributes of the entity), potential partners who might provide CommunityOne shareholders with the possibility of increasing their investment potential over different investment horizons, and the potential value of CommunityOne in the future.

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EXHIBIT 99.2

The following disclosure supplements and restates the third bullet on page 79 under the heading “The Merger-CommunityOne’s Reasons for the Merger; Recommendation of CommunityOne’s Board of Directors.”

• the impact on the amount of CommunityOne’s deferred tax asset that would be limited if the Internal Revenue Service decreased by regulationU.S. Treasury re evaluated the rate used to determine such limitation upon a change in control and thereby potentially significantly decreasing the value of the deferred tax asset;

The following disclosure is added to the table at the bottom of page 87 under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P.-Comparable Company Analyses.”

CommunityOne Comparable Company Analysis

	CommunityOne(1)	CommunityOne Peer Group Median	CommunityOne Peer Group Mean	CommunityOne Peer Group Low	CommunityOne Peer Group High
Total assets (in millions)	$2,353	$2,478	$2,293	$1,512	$3,273
Tangible common equity/Tangible assets	11.39%	10.05%	9.99%	8.27%	12.80%
Tier 1 leverage ratio	8.43%	11.31%	11.12%	9.60%	12.03%
Total risk-based capital ratio	13.80%	15.99%	15.12%	11.77%	16.65%
LTM Return on average assets	0.36%	0.80%	0.69%	0.31%	0.93%
LTM Return on avg. equity	3.49%	6.90%	5.85%	2.21%	8.42%
LTM Net interest margin	3.46%	3.76%	3.73%	3.24%	4.18%
LTM Efficiency ratio	80.9%	67.2%	70.0%	59.5%	88.8%
Loan loss reserves/Gross loans	1.13%	1.21%	1.12%	0.51%	1.45%
Nonperforming assets(2)/Total assets	2.20%	1.46%	1.65%	0.47%	3.76%
Price/Tangible book value	127%	147%	145%	108%	174%
Price/LTM Earnings per share	41.4x	16.2x	17.1x	14.8x	19.9x
Price/2015 Earnings per share(3)	31.1x	15.1x	18.9x	14.5x	30.9x
Price/2016 Earnings per share(3)	24.5x	14.3x	17.3x	13.9x	27.5x
Current dividend yield	0.0%	1.6%	1.6%	0.0%	3.8%
Market value (in millions)	$336	$339	$316	$220	$383

(1) LTM ROAA, LTM ROAE and LTM EPS adjusted to exclude reversal of valuation allowance on the deferred tax asset, assuming a 35% tax rate.

(2) Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned.

(3) Based on median analyst earnings per share estimates as reported by FactSet.

Note: Financial data for the institutions in the CommunityOne Peer Group not pro forma for any publicly announced and pending transactions.

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EXHIBIT 99.2

The following disclosure is added to the table at the bottom of page 88 under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P.-Comparable Company Analyses.”

Capital Bank Financial Comparable Company Analysis

	Capital Bank Financial(1)	Capital Bank Financial Peer Group Median	Capital Bank Financial Peer Group Mean	Capital Bank Financial Peer Group Low	Capital Bank Financial Peer Group High
Total assets (in millions)	$7,261	$7,919	$7,639	$5,201	$9,414
Tangible common equity/Tangible assets	12.25%	9.12%	9.11%	7.40%	12.62%
Tier 1 leverage ratio	13.60%	10.28%	10.21%	8.23%	14.30%
Total risk-based capital ratio	16.38%	12.56%	12.98%	11.40%	16.52%
LTM Return on average assets	0.78%	0.98%	1.11%	0.59%	2.10%
LTM Return on avg. equity	5.06%	8.28%	8.92%	4.30%	15.02%
LTM Net interest margin	3.94%	4.10%	4.13%	3.29%	5.33%
LTM Efficiency ratio	64.8%	57.2%	55.9%	35.7%	64.4%
Loan loss reserves/Gross loans	0.86%	0.77%	0.79%	0.57%	1.14%
Nonperforming assets(2)/Total assets	0.99%	0.97%	0.97%	0.41%	1.60%
Price/Tangible book value	170%	261%	263%	172%	410%
Price/LTM Earnings per share	29.5x	20.6x	21.4x	16.0x	27.8x
Price/2015 Earnings per share(3)	26.4x	17.8x	19.5x	14.4x	26.0x
Price/2016 Earnings per share(3)	21.2x	15.8x	16.5x	13.3x	21.6x
Current dividend yield	1.2%	1.3%	1.4%	0.0%	2.9%
Market value (in millions)	$1,470	$1,489	$1,844	$1,048	$4,730

(1) Nonperforming assets/total assets as of June 30, 2015

(2) Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned.

(3) Based on median analyst earnings per share estimates as reported by FactSet.

Note: Financial data for the institutions in the Capital Bank Financial Peer Group not pro forma for any publicly announced and pending transactions.

The following disclosure is added to the “Analysis of Selected Merger Transactions” section beginning on page 89 and continuing on page 90 under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P..”

Analysis of Selected Merger Transactions. Sandler O’Neill reviewed a regional group of merger and acquisition transactions. The group consisted of transactions with targets in the Southeast Region, announced between January 1, 2014 and November 20, 2015, involving banks and thrifts and with transaction values between $200 million and $600 million (the “Regional Precedent Transactions”). The Regional Precedent Transactions group was composed of the following transactions:

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EXHIBIT 99.2

Acquirer	Target	Announcement Date
Bank of the Ozarks, Inc.	C1 Financial, Inc.	11/09/15
BB&T Corporation	Bank of Kentucky Financial Corp.	09/08/14
IBERIABANK Corporation	Old Florida Bancshares Inc.	10/27/14
Renasant Corporation	Heritage Financial Group Inc.	12/10/14
Simmons First National Corp.	Community First Bancshares Inc.	05/06/14
TowneBank	Franklin Financial Corporation	07/15/14
United Community Banks, Inc.	Palmetto Bancshares Inc.	04/22/15
Valley National Bancorp	1st United Bancorp Inc.	05/08/14
Valley National Bancorp	CNLBancshares, Inc.	05/27/15
Yadkin Financial Corporation	NewBridge Bancorp	10/13/15
Yadkin Financial Corporation	VantageSouth Bancshares	01/27/14

Using then latest publicly available financial information prior to the announcement of the relevant transaction, Sandler O’Neill reviewed the following multiples: transaction price to last-twelve-months earnings per share, transaction price to estimated earnings per share, transaction price to tangible book value per share, tangible book premium to core deposits, and 1-day market premium. Sandler O’Neill compared the indicated transaction metrics for the merger to the median metrics of the Regional Precedent Transaction group.

	CommunityOne / Capital Bank Financial	Regional Precedent Transactions Group Median	Regional Precedent Transactions Group Mean
Transaction price/LTM earnings per share	43.1x	24.6x	26.3x
Transaction price/estimated earnings per share(1): .	25.3x	22.9x	21.7x
Transaction price/Tangible book value per share:	131%	178%	177%
Transaction price/Adjusted tangible book value per
share(2):	174%	—	---
Core deposit premium(3):	5.2%	11.3%	11.2%
Adjusted core deposit premium(2)(3):	9.3%	—	---
1-Day market premium:	4.2%	20.8%	22.5%
Adjusted 1-Day market premium(4)	21.4%	—	—

(1) Based on median analyst earnings per share estimates as reported by FactSet.

(2) Reduction of tangible common equity due to Section 382 limitation of $66 million, as provided by CommunityOne’s management.

(3) Tangible book premium to core deposits calculated as (deal value-tangible equity) / (core deposits); core deposits defined as deposits, less time deposit accounts with balances over $100,000, foreign deposits and unclassified deposits.

(4) One-day market premium adjusted to reflect CommunityOne common stock 90-day volume weighted average trading price on November 20, 2015.

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EXHIBIT 99.2

The following new disclosure is added following the tables at the bottom of page 90 under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P.-Net Present Value Analyses.”

The following table describes the discount rate calculation for the Company common stock prepared by Sandler O’Neill. In its normal course of business, Sandler O’Neill employs the Duff & Phelps valuation handbook in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium. Sandler O’Neill determined, consistent with the Duff & Phelps valuation handbook, that it was prudent to use a Duff & Phelps size premium in absence of a beta since the Company common stock was relatively illiquid.

Risk Free Rate	4.0%	Based on Normalized 20yr US Treasury
Equity Risk Premium	5.0%	Per Duff & Phelps 2015 Valuation Handbook
Size Premium	3.7%	Per Duff & Phelps 2015 Valuation Handbook
Industry Premium	1.2%	Per Duff & Phelps 2015 Valuation Handbook
Discount Rate	13.9%

The following new disclosure is added following the tables at the bottom of page 91 under the heading “The Merger-Opinion of Sandler O’Neill + Partners, L.P.-Net Present Value Analyses.”

The following table describes the discount rate calculation for Capital Bank common stock prepared by Sandler O’Neill. In its normal course of business, Sandler O’Neill employs the Duff & Phelps valuation handbook in determining an appropriate discount rate in which the discount rate equals the risk free rate plus the product of the two year-beta of the relevant company’s common stock and the equity risk premium. Because this formulation uses a two-year beta it does not use a size premium.

Risk Free Rate	4.0%	Based on Normalized 20yr US Treasury
Two-year Beta of Capital Bank common stock	0.71x	Per Bloomberg
Equity Risk Premium	5.0%	Per Duff & Phelps 2015 Valuation Handbook
Discount Rate	7.6%

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EXHIBIT 99.2

The following disclosure is added as a new section titled “The Merger-Financial Forecasts and Projections of CommunityOne” following the section titled “The Merger-Opinion of Sandler O’Neill + Partners, L.P.”

Financial Forecasts and Projections of CommunityOne

Neither CommunityOne nor Capital Bank Financial as a matter of course publicly disclose internal management budgets, forecasts or projections as to future financial performance due to the unpredictability of the underlying assumptions and estimates. However, in connection performing its financial advisory services, Sandler requested, and CommunityOne’s management furnished Sandler with, certain non-public projected financial data relating to CommunityOne prepared by CommunityOne’s management.

Set forth below is a summary of the net income forecasts and projections for 2016 through 2020 that were provided by CommunityOne’s management to Sandler.

	12/31/16	12/31/17	12/31/18	12/31/19	12/31/20
CommunityOne Net Income:	$14.3	$17.9	$23.7	$28.6	$34.6
Note: $ in millions

These net income forecasts and projections cannot be considered to necessarily be predictive of actual future operating results, and no assurance can be given regarding future events. The net income forecasts and projections represented CommunityOne’s independent forecasts and projections and evaluation of CommunityOne’s future financial performances at the time the forecasts and projections were made and they would not necessarily be the forecasts and projections CommunityOne might make as of the date hereof. Sandler O’Neill did not rely on these net income forecasts and projections in rendering its fairness opinion to the CommunityOne board. See “-Opinion of Sandler O’Neill & Partners, L.P.” beginning on page 81. In addition, the net income forecasts and projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements and were not necessarily prepared in accordance GAAP. In light of the foregoing, and considering that the CommunityOne special meeting will be held several months after the net income forecasts and projections were prepared, as well as the uncertainties inherent in any net income forecasts and projections, shareholders of CommunityOne and Capital Bank Financial are cautioned not to rely on these net income forecasts and projections as a predictor of future operating results or otherwise.

The estimates and assumptions underlying the net income forecasts and projections involve assumptions and judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions. These estimates and assumptions may not be realized and are inherently subject to significant business, economic, competitive and regulatory risks and uncertainties, including those risk factors detailed in the sections of this joint proxy statement/prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of CommunityOne, Capital Bank Financial and Sandler. Estimates or projections of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold.

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EXHIBIT 99.2

Actual results could vary materially from those presented in the net income forecasts and projections, and actual value or future results could be significantly more or less favorable than what is suggested by the forecasts and projections. The inclusion of these net income forecasts and projections should not be interpreted as an indication that CommnityOne, Capital Bank Financial or Sandler considers this information as necessarily predictive of actual future results, and this information should not be relied on for that purpose. Neither CommunityOne’s auditors, nor Capital Bank Financial’s auditors, nor any other independent registered public accounting firm, examined, compiled or performed any procedures with respect to these forecasts or projections. Nor have CommunityOne’s auditors, Capital Bank Financial’s auditors, any other independent registered public accounting firm or Sandler expressed any opinion or any other form of assurance on this information or its achievability.

Neither CommunityOne nor Capital Bank Financial intends to disclose publicly any update or other revision to these forecasts or projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events or changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

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