Summary
First Citizens BancShares, Inc. (FCNCA) announced on December 20, 2012, that it entered into stock sale and purchase agreements to repurchase approximately 593,954 shares of its Class B Common Stock from director Ms. Carmen Holding Ames and certain of her affiliates. The total aggregate purchase price for these shares was $92,062,870, with each share repurchased at $155. This transaction also resulted in Ms. Ames' resignation from the Company's Board of Directors, effective immediately. The company stated that Ms. Ames' departure was not due to any known disagreements. The repurchase agreements were approved by the independent members of the Board, and the sellers have provided a general release of claims against the Company.
Key Highlights
- 1Company repurchased 593,954 shares of Class B Common Stock for $92.06 million.
- 2Repurchase price was $155 per share.
- 3Sellers included director Carmen Holding Ames and her affiliates.
- 4Director Carmen Holding Ames resigned from the Board of Directors in connection with the agreement.
- 5The transaction was approved by independent members of the Board of Directors.
- 6Sellers provided a general release of claims against the Company.
- 7The filing details multiple Stock Sale and Purchase Agreements with various trusts managed by Ms. Ames.
Frequently Asked Questions
The filing does not explicitly state the reason for the repurchase, but it was executed through formal Stock Sale and Purchase Agreements approved by independent directors, indicating a structured transaction. Such repurchases can be used for various corporate finance strategies, including managing share count or aligning ownership interests.
Ms. Ames resigned from the Board of Directors concurrently with the share repurchase agreement. The company stated this was not due to any known disagreements, suggesting the resignation was part of the overall transaction's terms or a related decision, possibly to avoid any perceived conflict of interest or simplify governance following the significant share repurchase.
The aggregate purchase price for the 593,954 shares was $92,062,870.
Yes, the agreements contained customary representations and warranties, mutual indemnification obligations for breaches, and a general release of claims by the sellers against the Company. The transaction also involved multiple agreements related to various trusts managed by Ms. Ames.