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North American Financial Holdings Completes $181 Million Investment In Capital Bank

RALEIGH, N.C., Jan. 28, 2011 /PRNewswire/ -- Capital Bank Corporation (Nasdaq: CBKN) (the "Company"), the parent company of Capital Bank, today announced the closing of the previously announced investment in the Company by North American Financial Holdings, Inc. ("NAFH") of approximately $181 million through the purchase of the Company's common stock.  In addition, the Company's shareholders as of January 27, 2011, received contingent value rights ("CVRs") that entitle such shareholders to receive up to $0.75 in cash per CVR at the end of a five-year period based on the credit performance of Capital Bank's existing loan portfolio.  The transaction will result in NAFH owning approximately 85% of the Company's common stock.

"We are pleased to be completing this investment and to begin what we believe will be a great partnership with Capital Bank," said R. Eugene Taylor, NAFH Chairman and Chief Executive Officer.  "We believe that Capital Bank has a strong foundation in excellent markets and that we will be able to help develop Capital Bank's potential alongside our other operations in the Southeast."

B. Grant Yarber, President and Chief Executive Officer of Capital Bank, said, "We are excited to become a part of NAFH and to begin capturing the significant synergies with NAFH's other operations.  In addition, the significant investment by NAFH will allow Capital Bank to improve service to our customers, provide new opportunities for our employees, and deliver more stability and value to our shareholders."

In connection with the investment, Mr. Taylor was appointed Chairman of the Board, President and Chief Executive Officer of the Company and Capital Bank, Mr. Christopher G. Marshall was appointed Executive Vice President and Chief Financial Officer of the Company and Capital Bank, Mr. R. Bruce Singletary was appointed Executive Vice President and Chief Risk Officer of the Company and Capital Bank, and Mr. Yarber was appointed as Market President for North Carolina.  In addition, Mr. Taylor, Mr. Marshall, Mr. Singletary, Mr. Peter N. Foss and Mr. William A. Hodges were appointed to the Board of Directors of the Company and of Capital Bank. Mr. Oscar A. Keller, III and Mr. Charles F. Atkins will remain on the Board of Directors of the Company and of Capital Bank.

In connection with the closing of the investment, NAFH today completed the purchase of all 41,279 shares of preferred stock issued to the United States Department of the Treasury under the TARP Capital Purchase Program and the related warrant to purchase shares of the Company's common stock for total cash consideration of approximately $41.3 million.

Credit Suisse Securities ( USA) LLC served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to NAFH.  McColl Partners, LLC and The Orr Group, LLC served as financial advisors and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. served as legal advisor to the Company.  

About NAFH

North American Financial Holdings, Inc. is a national bank holding company headquartered in Charlotte, North Carolina and Jacksonville, Florida. NAFH was incorporated in the State of Delaware in 2009 and has raised approximately $900 million of equity capital, which it intends to invest in undercapitalized banks with the goal of establishing a strongly capitalized, high performance regional bank.  NAFH has previously invested in TIB Financial Corp., MetroBank of Dade Country, Turnberry Bank and First National Bank of the South.

The management team of NAFH includes:

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