8-KMaterial AgreementsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Material Agreement (Mar 6, 2020)

Filed March 6, 2020For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) announced on March 6, 2020, its entry into an Underwriting Agreement to sell approximately $295.85 million in depositary shares representing its 5.375% Non-Cumulative Perpetual Preferred Stock, Series A. This offering, facilitated by Piper Sandler & Co. as underwriter, aims to bolster the company's capital for general corporate purposes and is expected to close around March 12, 2020. Investors should note that the offering includes an option for the underwriters to purchase additional shares to cover overallotments, providing potential for increased capital raised. The company has registered these securities via a Form S-3 filing, indicating preparedness for capital markets transactions. The proceeds are intended for general corporate use, suggesting flexibility in deployment by management.

Key Highlights

  • 1Entry into an Underwriting Agreement to sell 12,000,000 depositary shares of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A.
  • 2Expected net proceeds from the offering are approximately $295.85 million after deducting fees and expenses.
  • 3The company has granted an option to underwriters to purchase up to an additional 1,800,000 depositary shares to cover overallotments.
  • 4Proceeds are intended for general corporate purposes, offering management flexibility.
  • 5The offering is expected to be completed on March 12, 2020.
  • 6The offering is made pursuant to a Form S-3 registration statement filed on February 26, 2020.

Frequently Asked Questions

The primary purpose of this filing (Item 1.01) is to announce the entry into a material definitive agreement, specifically an Underwriting Agreement for a preferred stock offering. This informs investors about a significant capital-raising activity by the company.

The company expects to raise approximately $295.85 million in net proceeds from the sale of depositary shares representing its Series A preferred stock. These funds are intended for general corporate purposes.

The company is offering depositary shares, each representing a 1/40th interest in a share of its 5.375% Non-Cumulative Perpetual Preferred Stock, Series A. This preferred stock has a liquidation preference of $25 per depositary share.

Yes, the Underwriting Agreement includes an option for the underwriters to purchase up to an additional 1,800,000 depositary shares at the public offering price less the underwriting discount. This option is intended to cover overallotments and can increase the total capital raised if exercised.