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) May 2, 2012

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))

Item 1.01 - Entry into a Material Definitive Agreement

and

Item 1.02 – Termination of a Material Definitive Agreement

and

Item 3.03 – Material Modification to Rights of Security Holders

On April 25, 2012, Park National Corporation (“Park”) filed a Current Report on Form 8-K stating that Park, as part of the United States Department of the Treasury’s (the “U.S. Treasury”) Capital Purchase Program under the Troubled Asset Relief Program, entered into a Letter Agreement with the U.S. Treasury (the “Repurchase Letter Agreement”) to repurchase from the U.S. Treasury all 100,000 of Park’s Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value and with a liquidation preference of $1,000 per share (the “Series A Preferred Shares”) which had been issued to the U.S. Treasury on December 23, 2008, for a purchase price of $100 million plus final prorated accrued and unpaid dividends of $972,222.

Under the terms of the Repurchase Agreement, Park was permitted to deliver to the U.S. Treasury, within 15 calendar days from the date of the Repurchase Agreement, notice of Park’s intent to repurchase the Warrant to purchase 227,376 Park common shares held by the U.S. Treasury, which repurchase would be made at the fair market value of the Warrant pursuant to the procedures set forth in Section 4.9 (c) of the Securities Purchase Agreement. On April 25, 2012, Park delivered to the U.S. Treasury Park’s notice of intent to repurchase the Warrant.

On May 2, 2012, Park entered into a Letter Agreement (the “Warrant Repurchase Letter Agreement”) with the U.S. Treasury to repurchase from the U.S. Treasury the Warrant to purchase 227,276 Park common shares (the “Warrant”) which had been issued to the U.S. Treasury on December 23, 2008 in connection with Park’s sale to the U.S. Treasury of the Series A Preferred Shares. Pursuant to the terms of the Warrant Repurchase Letter Agreement, Park repurchased the Warrant for a purchase price of $2,842,400, or $12.50 per Park common share. As a result of the Warrant repurchase and the April 25, 2012 repurchase of the Series A Preferred Shares, Park has repurchased all securities issued to the U.S. Treasury under the Capital Purchase Program and all of Park’s continuing obligations under the Securities Purchase Agreement entered into by Park with the U.S. Treasury on December 23, 2008, have terminated, along with the Securities Purchase Agreement. A copy of the Warrant Repurchase Letter Agreement is incorporated herein by reference and included as Exhibit 10.1 hereto.

Item 9.01 – Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is included with this Current Report on Form 8-K:

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Exhibit No.	Description
10.1	Letter Agreement, dated May 2, 2012, between Park National Corporation and the United States Department of the Treasury

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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: May 2, 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 May 2, 2012

Park National Corporation

Exhibit No.	Description
10.1	Letter Agreement, dated May 2, 2012, between Park National Corporation and the United States Department of the Treasury

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EX-10.1

Exhibit 10.1

United States Department Of The Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

May 2, 2012

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a)          The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b)          The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Timothy G. Massad
	Name: Timothy G. Massad
	Title: Assistant Secretary for Financial Stability
COMPANY: PARK NATIONAL CORPORATION
By:	/s/ John W. Kozak
	Name: John W. Kozak
	Title: Chief Financial Officer

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SCHEDULE A

Company Information:
Name of the Company:	Park National Corporation
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Ohio
Information related to the Preferred Share Repurchase:
Date of Repurchase Letter Agreement for the repurchase of all 100,000 of the Preferred Shares:	April 25, 2012
Terms of the Warrant Repurchase:
Date of Warrant Repurchase Notice:	April 25, 2012
Aggregate purchase price for the Warrant:	$2,842,400

Investor wire information for payment of purchase	ABA Number: 021000018
price for the Warrant:	Bank: The Bank of New York Mellon
	Account Name: BETA EESA Preferred Account
	Account Number: GLA/111567

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