RALEIGH, N.C., Dec. 14 /PRNewswire-FirstCall/ -- Capital Bank Corporation (Nasdaq: CBKN), the parent company of Capital Bank, today announced that it has entered into a letter of intent (the "Letter of Intent") with Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, "Patriot") pursuant to which the Company agreed to sell to Patriot shares of common stock in a separate private placement (the "Patriot Offering") at the public offering price per share to be established in the Company's previously announced public offering (the "Public Offering") described in the Company's registration statement on Form S-1, as amended (File No. 333-162637) up to a maximum price of $3.75 per share. The shares of Company common stock to be purchased by Patriot in the Patriot Offering will be 9.9% of the Company's outstanding common stock following completion of the Company's Public Offering.
Sandler O'Neill & Partners, L.P. is acting as the lead placement agent for the Patriot Offering and Howe Barnes Hoefer & Arnett, Inc. is acting as the co-placement agent.
Patriot has performed due diligence, and the letter of intent with Patriot is subject to the execution and delivery of mutually acceptable definitive agreements, including a stock purchase agreement, a registration rights agreement, and a management rights agreement. The closing of the Patriot Offering is also contingent upon the closing of the Public Offering on or before February 1, 2010, which when combined with the Patriot Offering will result in aggregate gross proceeds to the Company of not less than $55 million. Upon the closing of the Patriot Offering, Patriot will be entitled to appoint one director to the Company's board of directors as long as Patriot holds at least 4.9% of the Company's outstanding shares of common stock and subject to certain other conditions. The Company also intends to grant Patriot registration rights and preemptive rights with respect to future offerings of our common stock to purchase its pro rata share for a period of 36 months, provided that Patriot continues to retain ownership of all shares purchased by it in the Patriot Offering during that time period.