Sale Of Vision Bank Business

6 Months Ended

Jun. 30, 2012

Discontinued Operations and Disposal Groups [Abstract]

Sale Of Vision Bank Business

Sale of Vision Bank Business

On February 16, 2012, Park and its wholly-owned subsidiary, Vision Bank (“Vision”), a Florida state-chartered bank, completed their sale of substantially all of the performing loans, operating assets and liabilities associated with Vision to Centennial Bank (“Centennial”), an Arkansas state-chartered bank which is a wholly-owned subsidiary of Home BancShares, Inc. (“Home”), an Arkansas corporation, as contemplated by the previously announced Purchase and Assumption Agreement by and between Park, Vision, Home and Centennial, dated as of November 16, 2011, as amended by the First Amendment to Purchase and Assumption Agreement, dated as of January 25, 2012 (the “Agreement”) for a purchase price of $27.9 million.

The assets purchased and liabilities assumed by Centennial as of February 16, 2012, included the following:

(in thousands)	February 16, 2012
Assets sold
Cash and due from banks	$	20,711
Loans	355,750
Allowance for loan losses	(13,100		)
Net loans	342,650
Fixed assets	12,496
Other assets	4,612
Total assets sold	$	380,469
Liabilities sold
Deposits	$	522,856
Other liabilities	2,049
Total liabilities sold	$	524,905

Subsequent to the transactions contemplated by the Agreement, Vision was left with approximately $22 million

of performing loans (including mortgage loans held for sale) and non-performing loans with a fair value of $88 million.

Park recorded a pre-tax gain, net of expenses directly related to the sale, of approximately $22.2 million, resulting from the transactions contemplated by the Agreement. The pre-tax gain, net of expense is summarized in the table below:

(in thousands)
Premium paid	$	27,913
One-time gains	298
Loss on sale of fixed assets	(2,434		)
Employment and severance agreements	(1,610		)
Other one-time charges, including estimates	(2,000		)
Pre-tax gain	$	22,167

Promptly following the closing of the transactions contemplated by the Agreement, Vision surrendered its Florida banking charter to the Florida Office of Financial Regulation and became a non-bank Florida corporation (the “Florida Corporation”). The Florida Corporation merged with and into a wholly-owned, non-bank subsidiary of Park, SE Property Holdings, LLC (“SEPH”), with SEPH being the surviving entity.

As part of the transaction between Vision and Centennial, Park agreed to allow Centennial to “put back” up to $7.5 million aggregate principal amount of loans, which were originally included within the loans sold in the transaction. The loan put option expires on August 16, 2012, 180 days after the closing of the transaction, which was February 16, 2012. Through June 30, 2012, Centennial had put back two loans, totaling approximately $169,000. Upon repurchase, Park is required to charge each of the repurchased loans down to its current fair value. Park has recognized other expense of $3.4 million through June 30, 2012 to establish a liability account that will be utilized to cover anticipated write downs on the loans repurchased from Centennial.

The balance sheet of SEPH as of March 31, 2012 and June 30, 2012 was as follows:

(in thousands)	March 31, 2012		June 30, 2012
Assets
Cash	$	16,049	$	15,493
Performing loans	16,123		8,509
Nonperforming loans	82,326		74,100
OREO	28,578		24,985
Other assets	18,417		16,964
Total assets	$	161,493	$	140,051
Liabilities and equity
Intercompany borrowings	$	140,000	$	120,000
Other liabilities	4,623		8,822
Equity	16,870		11,229
Total liabilities and equity	$	161,493	$	140,051