CommunityOne Bancorp fka COB

[Enterprising Investor]

Recapitalization (10/21/11)

— a capital raise of $310 million in a private placement, or the Private Placement, at a price of $0.16 per share (the per-share price prior to the effect of the Reverse Stock Split), with investments from (1) affiliates of each of The Carlyle Group, or Carlyle, and Oak Hill Capital Partners, or Oak Hill Capital and, together with Carlyle, referred to in this prospectus as the Anchor Investors, pursuant to investment agreements with each of the Anchor Investors, or collectively, the Investment Agreements, and (2) various other investors, including certain of our directors and officers, or the Additional Investors and, together with the Anchor Investors, the Investors, pursuant to subscription agreements, or the Subscription Agreements, with each of such Additional Investors;

— concurrently with the Private Placement, (1) the exchange of 51,500 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A par value $10.00 per share and liquidation preference $1,000 per share, held by the Treasury and all accrued and unpaid dividends thereon, for an aggregate of 1,085,554 shares of our common stock, pursuant to an agreement between FNB United and the Treasury, or the TARP Exchange Agreement, and (2) the amendment of the warrant, or the Amended TARP Warrant, issued to the Treasury to purchase 22,072 shares of our common stock at an exercise price of $16.00 per share; and

— the settlement by CommunityONE of the $2.5 million aggregate principal amount of subordinated debt outstanding and held by SunTrust Bank, or SunTrust, for cash in an amount equal to the sum of 35% of the principal amount thereof plus 100% of the unpaid and accrued interest thereon as of the closing date, and the repurchase by CommunityONE from SunTrust of the shares of nonvoting, nonconvertible, nonredeemable cumulative preferred stock of CommunityONE held by SunTrust and having an aggregate liquidation preference of $12.5 million for cash in an amount equal to the sum of 25% of the aggregate liquidation preference plus 100% of the unpaid and accrued dividends thereon as of the closing date.

http://sec.gov/Archives/edgar/data/764811/000119312511317299/d257321ds1.htm