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) February 16, 2012

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition

The financial and statistical disclosure for the fiscal year ended December 31, 2011 included under the caption “Additional Loan Loss Provision” within “Item 8.01 - Other Events” of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 – Other Events

On February 16, 2012, Park National Corporation (“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., an Arkansas corporation (“Home”), as contemplated by the previously announced Purchase and Assumption Agreement, dated as of November 16, 2011, as amended by the First Amendment to Purchase and Assumption Agreement, dated as of January 25, 2012 (the “P&A Agreement”), by and between Park and Vision, as “Seller”, and Home and Centennial, as “Buyer”.

In accordance with the P&A Agreement, Vision sold to Centennial approximately $354 million in performing loans, and Centennial assumed approximately $520 million of deposits, fixed assets of approximately $12.5 million and other miscellaneous assets and liabilities, including ownership or operation of all 17 Vision office locations for a purchase price of $27.9 million. Subsequent to the transactions contemplated by the P&A Agreement, Vision was left with approximately $15.7 million of performing loans and non-performing loans with a fair value of $89.5 million (both net of any associated loan loss allowance that may have existed prior to the transactions). Park will record a pre-tax gain, resulting from the transactions contemplated by the P&A Agreement, of approximately $22 million, net of anticipated expenses directly related to the sale.

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

The preceding discussion is qualified in its entirety by reference to the P&A Agreement, which is incorporated by reference or included in Exhibit 2.1 to this Current Report on Form 8-K.

On February 16, 2012, Park issued a news release reporting the consummation of the transactions contemplated by the P&A Agreement and the merger of Vision with and into SE LLC. A copy of this news release is included as Exhibit 99.1 to this Current Report on Form 8-K.

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Additional Loan Loss Provision

On February 7, 2012, Park National Corporation (“Park”) issued a new release (the “Financial Results News Release”) announcing financial results for the three months (fourth quarter) and the year ended December 31, 2011. The Financial Results News Release was included as Exhibit 99.1 to the Current Report on Form 8-K filed by Park on February 7, 2012 and incorporated by reference into “Item 2.02 – Results of Operations and Financial Condition” of that Form 8-K.

In the Financial Results News Release, Park reported that net income for the year ended December 31, 2011 was $84.7 million, or $5.12 per diluted common share and net income for the quarter ended December 31, 2011 was $13.2 million, or $0.76 per diluted common share. Due to management’s continued detailed review of the Vision non-performing loans, in preparation for the imminent closing of the transactions contemplated by the P&A Agreement, management determined that an additional $4.0 million of loan loss provision should be recognized in the fourth quarter of 2011.

Specifically, management is required under Generally Accepted Accounting Principles (“GAAP”) to record the loans (both non-performing and performing), which were not included within the transactions contemplated in the P&A Agreement, at their fair market value at the time of the merger of Vision with and into SE LLC. Therefore, in preparation of the transactions contemplated in the P&A Agreement, management continued its thorough examination of all available information through February 15, 2012, which resulted in reductions to the collateral value of certain impaired collateral dependent loans at Vision. Finally, management determined that these reductions in collateral value should be reflected in 2011, as they were based on facts and circumstances that existed as of December 31, 2011, supplemented by additional information received through February 15, 2012. Therefore, an additional loan loss provision of $4.0 million was determined to be required for the fourth quarter of 2011.

See the summary table below for a comparison of the operating results for the year ended December 31, 2011 previously announced on February 7, 2012, as compared to the adjusted results for the year ended December 31, 2011:

(In thousands)	2011 Adjusted for additional provision for loan loss		2011 Per 2/7/12 Earnings Release		Change
Net Interest Income	$	273,234	$	273,234	$	-
Provision for Loan Losses		63,272		59,272		4,000
Fee Income		66,081		66,081		-
Security Gains		28,829		28,829		-
Operating Expenses		188,317		188,317		-
Income Before Taxes	$	116,555	$	120,555	$	(4,000	)
State Income Taxes		6,088		6,088		-
Federal Income Taxes		28,327		29,727		(1,400	)
Net Income	$	82,140	$	84,740	$	(2,600	)

Net income for the year ended December 31, 2011 has been revised to reflect the additional loan loss provision at Vision of $4.0 million, resulting in net income of $82.1 million, or $4.95 per diluted common share and net income for the quarter ended December 31, 2011 was $9.2 million, or $0.59 per diluted common share. As a result of the additional provision for loan loss, the allowance for loan losses increased by $4.0 million from the previously reported $64.4 million to $68.4 million.

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Item 9.01 – Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibits are incorporated by reference or included in this Current Report on Form 8-K:

Exhibit No.	Description
2.1(a)	Purchase and Assumption Agreement, made and entered into on November 16, 2011, by and between Vision Bank and Park National Corporation (collectively, “Seller”) and Centennial Bank and Home BancShares, Inc. (collectively, “Buyer”) (incorporated herein by reference to Exhibit 2.1 to Park National Corporation’s Current Report on Form 8-K, dated and filed November 17, 2011 (File No. 1-13006))
	Note: The disclosure schedules and other schedules (with the exception of Schedule S) referenced in the Purchase and Assumption Agreement have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. Park National Corporation hereby undertakes to furnish a copy of the omitted disclosure schedules and other schedules upon request by the SEC.
2.1(b)	First Amendment to Purchase and Assumption Agreement by and between Vision Bank and Park National Corporation and Centennial Bank and Home BancShares, Inc., effective as of January 25, 2012 (filed herewith)
99.1	News Release issued by Park National Corporation on February 16, 2012 (filed herewith)

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SIGNATURE

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: February 16, 2012	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated February 16, 2012

Park National Corporation

Exhibit No.	Description
2.1(a)	Purchase and Assumption Agreement, made and entered into on November 16, 2011, by and between Vision Bank and Park National Corporation (collectively, “Seller”) and Centennial Bank and Home BancShares, Inc. (collectively, “Buyer”) (incorporated herein by reference to Exhibit 2.1 to Park National Corporation’s Current Report on Form 8-K, dated and filed November 17, 2011 (File No. 1-13006))
	Note: The disclosure schedules and other schedules (with the exception of Schedule S) referenced in the Purchase and Assumption Agreement have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. Park National Corporation hereby undertakes to furnish a copy of the omitted disclosure schedules and other schedules upon request by the SEC.
2.1(b)	First Amendment to Purchase and Assumption Agreement by and between Vision Bank and Park National Corporation and Centennial Bank and Home BancShares, Inc., effective as of January 25, 2012 (filed herewith)
99.1	News Release issued by Park National Corporation on February 16, 2012 (filed herewith)

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EX-2.1B

First Amendment to

Purchase and Assumption Agreement

by and between

Vision Bank and Park National Corporation and

Centennial Bank and Home BancShares, Inc.

This First Amendment (this “Amendment”) to the Purchase and Assumption Agreement by and between Vision Bank and Park National Corporation and Centennial Bank and Home BancShares, Inc. dated November 16, 2011 (the “Purchase and Assumption Agreement”) is effective as of this 25th day of January, 2012.

WHEREAS, Vision Bank and Park National Corporation (“Seller”) and Centennial Bank and Home BancShares, Inc. (“Buyer”) previously entered into the Purchase and Assumption Agreement; and

WHEREAS, pursuant to Section 4.1 of the Purchase and Assumption Agreement, Buyer agreed to make every effort to hire as many of Seller’s employees as it deems appropriate; and

WHEREAS, Seller desires to amend the Purchase and Assumption Agreement to create an additional incentive for Buyer to hire Seller’s employees;

NOW, THEREFORE, the parties hereby amend Section 4.2 of the Purchase and Assumption Agreement to add new subsection (e) to the end thereof as follows:

(e) If BUYER terminates any Transferred Employees, other than for Cause (as defined below), within six (6) months following the Closing Date, BUYER agrees to pay to such Transferred Employee, and SELLER agrees to promptly reimburse BUYER for such payment, severance in an amount equal to the severance that would have been payable to such Transferred Employee had the Transferred Employee been terminated by SELLER at the Closing Date. BUYER agrees to provide SELLER with an estimate of such severance liability at the Closing Date.

Nothing in the foregoing shall be construed as permitting any Transferred Employee to receive more than one payment of severance from BUYER or SELLER in connection with such Transferred Employee’s termination of employment. In addition, this Section 4.2(e) shall not apply to any Transferred Employee who is a party to a change in control or employment agreement with SELLER which provides for the payment of severance benefits in connection with the Transferred Employee’s termination following a change in control.

For purposes of this Section 4.2(d), SELLER shall have “Cause” to terminate a Transferred Employee if: (a) the Transferred Employer commits any act of fraud, intentional misrepresentation, embezzlement or misappropriation or conversion of the assets or business opportunities of the BUYER or any affiliate, (b) the Transferred Employee is convicted of or pleads guilty or no contest to a felony, or (c) the Transferred Employee (i) willfully refuses to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness or in the event that the assigned duties include any activities that are unlawful or would violate acceptable accounting, securities or other specifically defined business principles), (ii) willfully engages in gross misconduct materially injurious to the BUYER or any affiliate, or (iii) breaches any material agreement with the BUYER or an affiliate.

Except as amended by this Amendment, the Purchase and Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CENTENNIAL BANK	VISION BANK
By: /s/ C. Randy Sims	By: /s/ Joey W. Ginn
Its: President & CEO	Its: Chairman & CEO
HOME BANCSHARES, INC.	PARK NATIONAL CORPORATION
By: /s/ Randy Mayor	By: /s/ John W. Kozak
Its: CFO	Its: CFO

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EX-99.1

February 16, 2012 Confidential Draft 4

Park National Corporation completes Vision Bank sale
with Home BancShares, Inc.

NEWARK, Ohio – Park National Corporation (NYSE Amex: PRK) (Park) announced today the completion of the purchase and assumption transaction between Park, Home BancShares, Inc. (Home) (NASDAQ: HOMB) and their respective subsidiary banks. On November 16, 2011, Park announced an agreement with Home to sell substantially all performing loans, operating assets and deposit liabilities from Park’s Florida-based subsidiary Vision Bank (Vision) to Home’s subsidiary Centennial Bank (Centennial). Home is headquartered in Conway, Arkansas and its subsidiaries operate bank offices throughout regions in Arkansas and Florida.

Effective today, Centennial purchased certain assets and liabilities of Vision for a purchase price of $27.9 million. Centennial purchased performing loans with an unpaid principal balance of approximately $354 million, assumed ownership or operation of all 17 Vision Bank office locations, and assumed deposit liabilities of approximately $520 million. Certain other miscellaneous assets and liabilities were also purchased by Centennial. The remaining assets and liabilities were retained by Vision, which Park will merge with and into a non-bank subsidiary of Park, SE Property Holdings, LLC.

As a result of the transaction, Park will record a pre-tax gain of approximately $22 million, net of anticipated expenses directly related to the transaction, and increase its already strong capital ratios by approximately 100 basis points.

“We are pleased to complete this transaction and wish the good people at Centennial and our former associates at Vision Bank the very best,” said Park Chairman C. Daniel DeLawder. “We can now focus 100 percent of our attention and resources on our community banking divisions and financial services in Ohio, which have performed so successfully over the years,” he added.

Park was advised in this transaction by Sandler O’Neill & Partners, L.P.

On February 7, 2012, Park reported net income for the year ended December 31, 2011 of $84.7 million, or $5.12 per diluted common share and net income for the quarter ended December 31, 2011 of $13.2 million, or $0.76 per diluted common share. As a result of Park’s ongoing assessment of Vision’s non-performing loans, in preparation for the closing of the transaction with Centennial, Park determined that an additional $4.0 million ($2.6 million net of taxes) of loan loss provision should be recognized in the fourth quarter of 2011. Following the recognition of the additional provision for loan loss, Park’s net income for the year ended December 31, 2011 was $82.1 million, or $4.95 per diluted common share and net income for the quarter ended December 31, 2011 was $9.2 million, or $0.59 per diluted common share.

Headquartered in Newark, Ohio, Park National Corporation has $7.0 billion in total assets as of December 31, 2011 ($6.6 billion subsequent to the Vision Bank sale). Park consists of 11 community bank divisions, a non-bank subsidiary and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Park National Division, Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, The Park National Bank of Southwest Ohio & Northern Kentucky Division and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). Park also includes SE Property Holdings, LLC and Guardian Financial Services Company (d.b.a. Guardian Finance Company).

Media contacts: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com or John Kozak, 740.349.3792

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than assumed and cash flows may be worse than expected; Park's ability to sell OREO properties at prices as favorable as anticipated; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically the real estate market and credit market, either nationally or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial institutions increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act’s provisions; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; demand for loans in the respective market areas served by Park and its subsidiaries; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the Securities and Exchange Commission including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and in “Item 1A. Risk Factors” of Part II of Park’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com