8-KOther Events

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Corporate Update (Dec 3, 2019)

Filed December 3, 2019For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from First Citizens BancShares (FCNCA) details a Letter of Agreement (LOA) entered into on December 2, 2019, with the Department of Justice (DOJ) Antitrust Division concerning the proposed merger between First Citizens Bank & Trust Company (FCB) and Entegra Financial Corp. (Entegra). The primary focus of this agreement is the required divestiture of three Entegra Bank branches located in western North Carolina: Holly Springs, Highlands, and Sylva. The divestiture is a condition to resolve potential competitive concerns raised by the DOJ regarding the merger. The parties must secure a sale agreement for these branches with a DOJ-approved purchaser before the merger can close. The divestiture must be completed within 180 days post-merger, with provisions for an independent trustee sale if this timeline is not met. The agreement also includes restrictions on reacquiring these branches and on closing other branches in those counties for a specified period, aiming to ensure continued competition and customer service in the affected areas.

Key Highlights

  • 1First Citizens BancShares and Entegra Financial Corp. have entered into a Letter of Agreement with the DOJ regarding the proposed merger.
  • 2The DOJ requires the divestiture of three Entegra Bank branches in western North Carolina (Holly Springs, Highlands, Sylva) as a condition for merger approval.
  • 3A competitively suitable purchaser for the divested branches must be approved by the DOJ.
  • 4The divestiture must occur within 180 days after the merger's consummation.
  • 5If the divestiture is not completed within the specified timeframe, the branches will be transferred to an independent trustee for sale.
  • 6Restrictions are in place preventing the parties from reacquiring the divested branches for at least five years.
  • 7The agreement aims to address and resolve any competitive concerns raised by the DOJ concerning the merger.

Frequently Asked Questions

The Letter of Agreement (LOA) was entered into to resolve potential competitive concerns raised by the Department of Justice (DOJ) Antitrust Division regarding the proposed merger between First Citizens Bank & Trust Company (FCB) and Entegra Financial Corp. (Entegra).

The agreement requires First Citizens BancShares and Entegra Financial Corp. to divest three specific Entegra Bank branches located in western North Carolina: Holly Springs, Highlands, and Sylva. These branches must be sold to a DOJ-approved purchaser.

If the divestiture of the three branches is not completed within 180 days after the consummation of the merger, the branches will be transferred to an independent trustee for sale.

Yes, the parties are restricted from reacquiring any of the divested branches for at least five years after the consummation of the divestiture. Additionally, if First Citizens closes any of its branches in the counties where the divested branches are located within three years of the merger's close, such branches must be sold or leased to a commercial bank.