8-KMaterial AgreementsRegulation FDExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Material Agreement (Apr 24, 2019)

Filed April 24, 2019For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) announced a significant material definitive agreement with Entegra Financial Corp. (Entegra) on April 24, 2019. This 8-K filing details the entry into an Agreement and Plan of Merger, which will see Entegra merge with a subsidiary of First Citizens Bank & Trust Company (FCB), ultimately with FCB surviving. This acquisition is strategically important for FCNCA as it expands its reach and operations. Notably, this agreement supersedes a prior merger agreement Entegra had with SmartFinancial, Inc., with FCNCA making a $6.4 million termination fee payment on Entegra's behalf to facilitate this new deal. The transaction is structured as an all-cash deal, offering Entegra shareholders $30.18 per share, including for restricted stock units and stock options. The filing also outlines customary closing conditions, including regulatory and shareholder approvals, and details termination fees for both parties under specific circumstances. Voting agreements have been secured from Entegra's directors and key officers, demonstrating their support for the transaction.

Key Highlights

  • 1First Citizens BancShares (FCNCA) entered into a definitive agreement to acquire Entegra Financial Corp. (Entegra).
  • 2The acquisition is structured as a merger where Entegra will merge into a subsidiary of First Citizens Bank & Trust Company (FCB), with FCB being the surviving entity.
  • 3FCNCA paid a $6,400,000 termination fee on behalf of Entegra to terminate Entegra's prior merger agreement with SmartFinancial, Inc.
  • 4Entegra shareholders will receive $30.18 in cash per share for their common stock and restricted stock units.
  • 5Stock options for Entegra common stock will be canceled and holders will receive a cash payment equal to $30.18 minus the exercise price.
  • 6The transaction is subject to customary closing conditions, including Entegra shareholder approval and regulatory approvals.
  • 7Key Entegra directors and officers have entered into voting agreements to support the merger.

Frequently Asked Questions

This 8-K filing announces that First Citizens BancShares, Inc. (FCNCA) has entered into a material definitive agreement to acquire Entegra Financial Corp. (Entegra) through a merger transaction.

Entegra shareholders will receive $30.18 in cash for each share of common stock and for each restricted stock unit. Holders of Entegra stock options will also receive a cash payment based on the option's spread.

Yes, FCNCA paid a termination fee of $6,400,000 on behalf of Entegra to facilitate the termination of Entegra's previous merger agreement with SmartFinancial, Inc.

The merger is contingent upon several conditions, including approval by Entegra's shareholders, receipt of necessary regulatory approvals (from the Board of Governors of the Federal Reserve System, the FDIC, and the North Carolina Commissioner of Banks), and the absence of any legal impediments.