8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Acquisition Completed (Oct 1, 2014)

Filed October 1, 2014For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing by First Citizens BancShares, Inc. reports the completion of its merger with First Citizens Bancorporation, Inc. ("South") on October 1, 2014. The merger was effectuated under a previously announced Agreement and Plan of Merger. As part of the transaction, South merged into First Citizens BancShares, Inc., with the latter as the surviving entity. The filing also outlines the exchange ratio for South's common stock, offering shareholders either a mix of Class A common stock and cash, or a different mix of Class A and Class B common stock. Furthermore, the report details the assumption of South's financial obligations by First Citizens BancShares, Inc. post-merger. These include obligations under various subordinated indentures and notes, totaling over $140 million in principal amount across different interest rates and maturity dates. The company also notes that the merger of their respective bank subsidiaries, First Citizens North Bank and First Citizens South Bank, is expected to occur subsequently.

Key Highlights

  • 1Completion of the merger between First Citizens BancShares, Inc. and First Citizens Bancorporation, Inc. on October 1, 2014.
  • 2First Citizens BancShares, Inc. is the surviving corporation of the merger.
  • 3South common stock shareholders have options for conversion: 4.00 shares of Class A common stock and $50.00 cash per share, or 3.58 shares of Class A common stock and 0.42 shares of Class B common stock per share.
  • 4First Citizens BancShares, Inc. assumed South's financial obligations, including subordinated debt.
  • 5Assumed obligations include $50 million in 8.25% fixed rate junior subordinated debt (trust preferred securities).
  • 6Assumed obligations include $50 million in variable rate junior subordinated debentures (trust preferred securities) plus $25 million held by the company for cancellation.
  • 7Assumed obligations include $75 million in 6.80% fixed rate Subordinated Notes due April 1, 2015.
  • 8Assumed obligations include $15 million in 8.0% Subordinated Notes due June 1, 2018.
  • 9The merger of the respective bank subsidiaries is planned for a later date.

Frequently Asked Questions

This Form 8-K filing announces the completion of the merger between First Citizens BancShares, Inc. and First Citizens Bancorporation, Inc. ("South") on October 1, 2014.

South common stock shareholders could elect to receive either 4.00 shares of First Citizens BancShares, Inc. Class A common stock and $50.00 cash per share, or 3.58 shares of Class A common stock and 0.42 shares of Class B common stock per share.

First Citizens BancShares, Inc. assumed several significant debt obligations from South, including approximately $50 million in 8.25% junior subordinated debt, $50 million in variable rate junior subordinated debentures, $75 million in 6.80% subordinated notes due 2015, and $15 million in 8.0% subordinated notes due 2018.

Yes, the filing indicates that the merger of the respective bank subsidiaries, First Citizens North Bank and First Citizens South Bank, is expected to occur at a later date.