8-KOther EventsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Corporate Update (Sep 24, 2019)

Filed September 24, 2019For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

On September 24, 2019, First Citizens Bancshares, Inc. (BancShares), through its wholly-owned subsidiary First Citizens Bank & Trust Company (FCB), announced a definitive merger agreement to acquire Community Financial Holding Co. Inc. (Community Financial). This strategic move involves FCB acquiring Community Financial, a Duluth, Ga.-based entity. The transaction, unanimously approved by the boards of directors of both companies, is expected to close in the first quarter of 2020, pending regulatory and shareholder approvals, along with other customary closing conditions. The acquisition will be an all-cash deal, with Community Financial shareholders receiving a total consideration of $2.325 million. Investors should note the forward-looking statements in the filing, which outline potential risks and uncertainties surrounding the completion and realization of benefits from this merger.

Key Highlights

  • 1First Citizens Bancshares, Inc. (FCNCA) is acquiring Community Financial Holding Co. Inc. through its subsidiary First Citizens Bank & Trust Company.
  • 2The acquisition is structured as an all-cash transaction, with total consideration of $2.325 million payable to Community Financial shareholders.
  • 3The merger agreement has received unanimous approval from the boards of directors of both BancShares and Community Financial.
  • 4The transaction is anticipated to close in the first quarter of 2020.
  • 5Closing of the merger is subject to customary conditions, including regulatory approvals and approval from Community Financial shareholders.
  • 6The filing includes forward-looking statements detailing potential risks and uncertainties related to the merger's completion and integration.
  • 7A joint press release detailing the merger agreement is attached as Exhibit 99.1 to the filing.

Frequently Asked Questions

This 8-K filing announces a significant corporate event: the definitive merger agreement between First Citizens Bancshares, Inc. (FCNCA) and Community Financial Holding Co. Inc. It provides key details about the transaction, including the parties involved, the consideration, expected closing timeline, and necessary approvals.

The acquisition is an all-cash transaction valued at $2.325 million. While this amount is relatively small, the strategic benefit lies in expanding First Citizens' presence, likely through the acquisition of Community Financial's customer base and operations. Specific financial projections or detailed impacts are not provided in this filing, but investors should refer to future SEC filings for more granular financial insights.

The filing highlights several risks, including the potential failure to obtain timely regulatory approvals, delays or failure in satisfying closing conditions, and Community Financial shareholder approval. There's also the risk that expected cost savings and revenue synergies may not be realized or may take longer than anticipated. Integration challenges, litigation, and general economic conditions are also cited as potential risks.

The companies anticipate the transaction to close in the first quarter of 2020. However, this is subject to the satisfaction of all closing conditions, including regulatory approvals and shareholder consent from Community Financial.