8-KMaterial Agreements

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Material Agreement (Jun 11, 2014)

Filed June 11, 2014For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing by First Citizens BancShares, Inc. (FCNCA) on June 11, 2014, announces a significant corporate event: the entry into an Agreement and Plan of Merger with First Citizens Bancorporation, Inc. (South). The proposed merger will see South merge into FCNCA, with First Citizens South Bank subsequently merging into First-Citizens Bank & Trust Company. This strategic move is designed to consolidate operations and streamline the corporate structure. The merger is subject to shareholder and regulatory approvals, with an anticipated completion in the fourth quarter of 2014. The terms of the merger outline a conversion ratio for South's common stock into FCNCA's Class A and Class B common stock, along with a cash component. The filing also details amendments to FCNCA's Amended and Restated Bylaws, reflecting changes in corporate governance, director qualifications, and procedural matters to align with Delaware law and enhance operational flexibility.

Key Highlights

  • 1First Citizens BancShares, Inc. (FCNCA) has entered into a merger agreement with First Citizens Bancorporation, Inc. (South).
  • 2The merger will result in South merging into FCNCA, followed by a merger of their respective banking subsidiaries.
  • 3Shareholders of South will receive a combination of FCNCA Class A common stock, Class B common stock, and cash, depending on their election.
  • 4The transaction is expected to close in the fourth quarter of 2014, contingent on shareholder and regulatory approvals.
  • 5The company's Amended and Restated Bylaws were updated to reflect changes in corporate governance, director requirements, and procedural aspects compliant with Delaware law.
  • 6Key individuals like Frank B. Holding and Frank B. Holding, Jr. have significant stakes in both companies, indicating a potential for concentrated decision-making.
  • 7The filing includes details on termination fees and conditions for the merger, as well as provisions for soliciting shareholder approval.

Frequently Asked Questions

The primary purpose of this filing is to announce that First Citizens BancShares, Inc. has entered into a material definitive agreement to merge with First Citizens Bancorporation, Inc. (South). It also details updates to the company's bylaws.

South shareholders can elect to receive either 4.00 shares of FCNCA's Class A common stock and $50.00 cash per share, or 3.58 shares of FCNCA's Class A common stock and 0.42 shares of FCNCA's Class B common stock per share.

Completion is subject to several conditions, including approval by the shareholders of both FCNCA and South, receipt of regulatory approvals, absence of any prohibitive laws or orders, and the effectiveness of FCNCA's registration statement for the issued shares.

The Amended and Restated Bylaws include revisions to shareholder meeting procedures, director eligibility (requiring US citizenship and a minimum stock ownership), expanded powers for board committees, and updated provisions for electronic notice delivery and exclusive forum for legal actions.