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) June 22, 2018

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On June 22, 2018, Park National Corporation (the “Registrant”) entered into the Third Amendment to Credit Agreement, made and entered into as of June 22, 2018 (the “Third Amendment”), with U.S. Bank National Association (“U.S. Bank”). The Third Amendment extends the maturity date under the Credit Agreement, dated as of May 18, 2016 (as previously amended by the First Amendment to Credit Agreement entered into as of June 15, 2017 and the Second Amendment to Credit Agreement entered into as of May 17, 2018 and amended by the Third Amendment, the “Credit Agreement”) to June 22, 2019.

Under the Credit Agreement (as in effect prior to the Third Amendment), U.S. Bank had made available to the Registrant a revolving credit facility in the maximum aggregate principal amount of $10,000,000. The Third Amendment increased the availability under the revolving credit facility from the maximum aggregate principal amount of $10,000,000 to the maximum aggregate principal amount of $50,000,000.

In addition, the Third Amendment eliminated the resting period requirement under the Credit Agreement that had previously required there to be no principal amount outstanding for a period of 30 consecutive calendar days during each calendar year.

In connection with the Third Amendment, the Registrant executed a Note payable to U.S. Bank in the original principal amount of up to $50,000,000, dated June 22, 2018 (the “2018 Note”), which amended and restated in its entirety the Note dated May 18, 2016, made by the Registrant payable to U.S. Bank in the original principal amount of up to $10,000,000.

Other than the extension of the maturity date, the increase in the amount available under the revolving credit facility and the elimination of the resting period under the Credit Agreement, each in accordance with the terms of the Third Amendment, the terms of the Credit Agreement remain the same as those described in “Item 1.01. Entry into a Material Definitive Agreement” of the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 23, 2016 and in “Item 1.01. Entry into a Material Definitive Agreement” of the Current Report on Form 8-K filed by the Registrant with the SEC on May 21, 2018.

As of June 22, 2018, there were no loans outstanding under the Credit Agreement. Subsequently, on June 27, 2018, the Registrant borrowed $10,000,000 under the Credit Agreement, which funds are to be used for working capital and other general corporate purposes.

The above description of the Third Amendment and the 2018 Note is qualified in its entirety by reference to the full and complete terms of the Third Amendment and the 2018 Note, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures required by this Item 2.03 are contained above in Item 1.01 of this Current Report on Form 8-K and are incorporated herein as if fully restated herein.

Item 9.01. Financial Statements and Exhibits.

(a)    Not applicable

(b)    Not applicable

(c)    Not applicable

(d) Exhibits. The following exhibits are included with this Current Report on Form 8‑K:

Exhibit No.	Description
10.1	Third Amendment to Credit Agreement, made and entered into as of June 22, 2018, by and between Park National Corporation and U.S. Bank National Association
10.2	Note issued by Park National Corporation on June 22, 2018 to U.S. Bank National Association in the maximum original principal amount of $50,000,000

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SIGNATURES

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

	PARK NATIONAL CORPORATION
Dated: June 28, 2018	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

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EX-10.1

Execution Copy

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of June 22, 2018, is by and between PARK NATIONAL CORPORATION, a corporation organized under the laws of the State of Ohio (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

RECITALS

1.The Bank and the Borrower entered into a Credit Agreement dated as of May 18, 2016, a First Amendment to Credit Agreement entered into as of June 15, 2017, and a Second Amendment to Credit Agreement entered into as of May 17, 2018 (as amended, the “Credit Agreement”); and

2.The Borrower desires to amend certain provisions of the Credit Agreement, and the Bank has agreed to make such amendments, subject to the terms and conditions set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:

Section 1.Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context otherwise requires.

Section 2.Amendments. The Credit Agreement is hereby amended as follows:

2.1.Section 1.1 of the Credit Agreement is amended by amending the definitions of “Revolving Commitment Amount” and “Revolving Loan Maturity Date” in their entireties to read as follows:

“Revolving Commitment Amount”: $50,000,000.

“Revolving Loan Maturity Date”: June 22, 2019.

2.2.The Credit Agreement is amended by deleting the following language as it appears either at the end of Section 2.12 of the Credit Agreement or as Section 2.13 of the Credit Agreement:

Resting Period. The Borrower shall repay the Revolving Loans in full and not borrow any Revolving Loan for a period of 30 consecutive calendar days during each calendar year.

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Section 3.Effectiveness of Amendment. The amendments in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following:

3.1.This Amendment duly executed by the Borrower.

3.2.A Note in the amount of $50,000,000 duly executed by the Borrower (the “$50,000,000 Note”).

3.3.A certificate of a Secretary or Assistant Secretary of the Borrower dated as of the date of this Amendment (the “Certificate”) and certifying as to the following:

a.A true and correct copy of the Borrower’s Resolutions of the Executive Committee of the Board of Directors of the Borrower duly adopted on June 18, 2018 (the “Resolutions”) authorizing the execution and delivery by the Borrower of this Amendment, the $50,000,000 Note, and such other documents and instruments as the Bank may request, and that the Resolutions remain in full force and effect and there has been no change in or revocation of the authority granted to the officers of the Borrower therein.

b.That the Officer’s Certificate of the Borrower dated May 18, 2016 (the “Prior Officer’s Certificate”) contains the incumbency, names, titles, and signatures of the Borrower’s officers authorized on behalf of the Borrower to execute this Amendment, the $50,000,000 Note, and such other documents and instruments as the Bank may request.

c.There has been no amendment to the Borrower’s articles of incorporation or code of regulations since true and accurate copies thereof were delivered to the Bank with the Prior Officer’s Certificate.

3.4.A good standing certificate from the Secretary of State of the State of Ohio dated not more than 30 days prior to the date of this Amendment.

3.5.The Borrower shall have satisfied such other conditions as specified by the Bank, including payment of all unpaid legal fees and expenses incurred by the Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents (as defined below).

3.6.An opinion of counsel in form and substance reasonably acceptable to the Bank.

Section 4.Representations, Warranties, Authority, No Adverse Claim.

4.1.Reassertion of Representations and Warranties, No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties in the Credit Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date that the Bank has not waived.

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4.2.Authority, No Conflict, No Consent Required, Enforceability. The Borrower represents and warrants that it has the power, legal right, and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and all other agreements and documents (collectively, the “Amendment Documents”) executed and delivered by the Borrower in connection therewith by proper corporate action, and none of the Amendment Documents and the agreements therein contravenes or constitutes a default under any agreement, instrument, or indenture to which the Borrower is a party or a signatory, any provision of the Borrower’s articles of incorporation or code of regulations, or any other agreement or requirement of law, or results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank. The Borrower represents and warrants that no consent, approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those that the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank. The Borrower represents and warrants that the Amendment Documents constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

4.3.No Adverse Claim. The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

Section 5.Affirmation of Credit Agreement, Further References. The Bank and the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as amended by this Amendment.

Section 6.Merger and Integration, Superseding Effect. This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment shall control with respect to the specific subjects hereof and thereof.

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Section 7.Severability. Whenever possible, each provision of this Amendment and the other Amendment Documents and any other statement, instrument, or transaction contemplated thereby or relating thereto shall be interpreted so as to be effective, valid, and enforceable under the applicable law of any jurisdiction, but if any provision of this Amendment, the other Amendment Documents, or any other statement, instrument or transaction contemplated thereby or relating thereto is held to be prohibited, invalid, or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity, or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment, the other Amendment Documents, or any other statement, instrument or transaction contemplated thereby or relating thereto in such jurisdiction, or affecting the effectiveness, validity, or enforceability of such provision in any other jurisdiction.

Section 8.Successors. The Amendment Documents shall be binding upon the Borrower, the Bank, and their respective successors and assigns and shall inure to the benefit of the Borrower, the Bank, and the Bank’s successors and assigns.

Section 9.Legal Expenses. As provided in Section 8.2 of the Credit Agreement, the Borrower shall pay or reimburse the Bank, upon execution of this Amendment, for all reasonable out-of-pocket expenses paid or incurred by the Bank, including filing and recording costs and fees, charges and disbursements of outside counsel to the Bank and/or the allocated costs of in-house counsel incurred from time to time, in connection with the Credit Agreement, including in connection with the negotiation, preparation, execution, collection, and enforcement of the Amendment Documents and all other documents negotiated, prepared, and executed in connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the Amendment Documents, and to pay and save the Bank harmless from all liability for any stamp or other similar taxes that may be payable with respect to the execution or delivery of the Amendment Documents, which obligations of the Borrower shall survive any termination of the Credit Agreement.

Section 10.Headings. The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.

Section 11.Counterparts. The Amendment Documents may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document.

Section 12.Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES, AND THEIR AFFILIATES.

Section 13.Acknowledgement and Release. IN ORDER TO INDUCE THE BANK TO ENTER INTO THIS AMENDMENT, THE BORROWER: (A) REPRESENTS AND WARRANTS TO THE BANK THAT NO EVENTS HAVE TAKEN PLACE AND NO CIRCUMSTANCES EXIST AT THE DATE HEREOF WHICH WOULD GIVE THE BORROWER THE RIGHT TO ASSERT A DEFENSE, OFFSET OR COUNTERCLAIM TO ANY CLAIM BY THE BANK FOR PAYMENT OF THE OBLIGATIONS; AND (B) HEREBY RELEASES AND FOREVER DISCHARGES THE BANK AND ITS SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND PARTICIPANTS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, PROCEEDINGS,

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DEBTS, SUMS OF MONEY, COVENANTS, CONTRACTS, CONTROVERSIES, CLAIMS AND DEMANDS, AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD OR NOW HAS AGAINST THE BANK OR ANY OF ITS SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR PARTICIPANTS BY VIRTUE OF THEIR RELATIONSHIP TO THE BORROWER IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, THE LOAN DOCUMENTS AND TRANSACTIONS RELATED THERETO.

[The next page is the signature page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.

PARK NATIONAL CORPORATION

By: /s/Brady T. Burt

Name: Brady T. Burt

Title: Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Eric M. Niedbalski

Name: Eric M. Niedbalski

Title: Vice President

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EX-10.2

NOTE

$50,000,000June 22, 2018

Cincinnati, Ohio

FOR VALUE RECEIVED, PARK NATIONAL CORPORATION, a corporation organized under the laws of the State of Ohio, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), at its main office in Cincinnati, Ohio, in lawful money of the United States of America in Immediately Available Funds (as such term and each other capitalized term used herein are defined in the Credit Agreement hereinafter referred to) on the Termination Date the principal amount of FIFTY MILLION DOLLARS ($50,000,000) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Bank under the Credit Agreement, and to pay interest (computed on the basis of actual days elapsed and a year of 360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement.

This note is the Note referred to in the Credit Agreement dated May 18, 2016 entered into by and between the undersigned and the Bank, as amended by a First Amendment to Credit Agreement entered into as of June 15, 2017, a Second Amendment to Credit Agreement entered into as of May 17, 2018, and a Third Amendment to Credit Agreement entered into as of June 22, 2018 (as so amended, and as the same may hereafter be from time to time amended, restated or otherwise modified, the “Credit Agreement”). The maturity of this note is subject to acceleration upon the terms provided in said Credit Agreement.

Effective as of the date of this note, this note amends and replaces in its entirety and restates the promissory note of the Borrower to the Bank dated May 18, 2016 in the principal amount of $10,000,000 (the “Existing Note”). The terms and conditions of this note supersede, effective as of the date of this note, the terms and conditions of the Existing Note, provided, however, that the obligations incurred under the Existing Note shall continue under this note, and shall not in any circumstance be terminated, extinguished or discharged hereby but shall hereafter be governed by the terms of this note.

In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor.

THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

PARK NATIONAL CORPORATION

By: /s/ Brady T. Burt

Name: Brady T. Burt

Title: Chief Financial Officer