KBRA Comments on Park National Corporation’s Acquisition of First Citizens Bancshares, Inc.

NEW YORK--(BUSINESS WIRE)--On October 27, 2025, Newark, OH-based Park National Corporation (NYSE: PRK) ("Park" or “the company”) announced a definitive agreement to acquire Dyersburg, TN-based First Citizens Bancshares, Inc. (FIZN) in an all-stock transaction valued at approximately $317 million, representing 1.68x tangible book value at the time of deal announcement. The transaction is expected to close in 1Q26, pending shareholder and regulatory approvals, with integration anticipated in 3Q26. Upon completion, First Citizens National Bank will merge into The Park National Bank, and the combined company will have approximately $12.7 billion in assets, $9.5 billion in loans, and $10.4 billion in deposits on a pro forma basis and will result in PRK exceeding the $10 billion regulatory threshold. The transaction is expected to be slightly accretive to tangible book value at close with a modest impact on pro forma capital ratios, including TCE of ~11% and CET1 of ~13%, reflecting a limited core capital decline of 50-60 bps relative to 3Q25 levels. Moreover, KBRA notes that capital would remain strong for the rating category and is expected to be quickly rebuilt with its strong earnings accretion (2026E 15%-company estimate). Under the agreement, PRK will add one member of FIZN’s board to PRK’s Board of Directors and First Citizen’s Bancshares’ CEO and Chairman, Jeff Agee, will become President of the newly formed Tennessee Region of Park National Bank. Projected ownership is projected to be split approximately 89% for Park National Corporation and 11% for First Citizens Bancshares, Inc.

KBRA views the acquisition favorably and as in line with PRK’s stated growth objectives that could include inorganic growth of a bank between $2 and $4 billion as well as expansion into new markets that feature strong economic growth. With that said, the merger expands Park’s footprint into Tennessee and builds on the company’s track record of disciplined expansion into high-growth southeastern markets further complementing its prior entries into Kentucky, North Carolina, and South Carolina.

Founded in 1889, First Citizens Bancshares operates 24 branches across Tennessee, primarily in Memphis, Nashville, Chattanooga, and Cleveland, and holds the #1 deposit market share in its headquarters MSA (Dyersburg), with total assets of $2.6 billion. FIZN has demonstrated a compounded annual loan growth rate of 7.6% and 5.4% for deposits over the past decade, supported by strong credit quality (average NCOs of 0.06% over the last 10 years). Park expects to leverage approximately $600 million in excess liquidity from FIZN for future loan growth within the combined franchise. Park National anticipates it will boost operating leverage with 30% cost-savings from the acquisition and the transaction includes credit and interest rate marks of 1.5% and 1.3%, respectively, while an existing $60.1 million AFS loss will be accreted into income over 5.5 years. The $9.5 billion pro forma loan portfolio will be consistent with PRK’s pre-merger composition with a slight increase in CRE (25% to 28% of total loans) while consumer and other will decline from 29% to 25%. Conversely, the $10.4 billion pro forma deposit base is projected to see a modest increase in retail and jumbo CDs, which PRK will likely remix over time with its solid liquidity position mentioned above. Overall, we believe that the proposed acquisition complements PRK’s growth strategy, and while there is an inherent level of integration risk involved with any bank M&A transaction, such risk is somewhat mitigated by management's M&A integration experience.

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