Item 8.01 Other Events
On December 2, 2019, First Citizens BancShares, Inc. ("BancShares") and its
wholly-owned subsidiary First-Citizens Bank & Trust Company ("FCB") and Entegra
Financial Corp. ("Entegra") and its wholly-owned subsidiary Entegra Bank
(collectively with BancShares, FCB, and Entegra, the "Parties") entered into a
Letter of Agreement (the "LOA") with the Department of Justice, Antitrust
Division (the "DOJ") in connection with the proposed merger of Entegra and
Entegra Bank into FCB (collectively, the "Merger"). The LOA requires that the
Parties divest three branches located in western North Carolina: Holly Springs
(30 Hyatt Road, Franklin, NC), Highlands (473 Carolina Way, Highlands, NC) and
Sylva (498 East Main, Sylva, NC) (collectively, the "Divestiture Branches"). The
Parties are required to enter into a sale agreement for the Divestiture Branches
with a competitively suitable purchaser prior to the close of the Merger, which
purchaser will be subject to the prior approval of the DOJ (the "Divestiture").
The Divestiture must occur within 180 days after the consummation of the Merger
and, if not complete by such time, the Divesture Branches will be transferred to
an independent trustee for sale. The Divesture is designed to resolve any
competitive concerns raised by the DOJ concerning the Merger.
The LOA provides that the Parties may not exclude any customer relationships
from the Divestiture except as expressly agreed with the DOJ. The Parties are
also required to preserve, maintain, and continue to operate the Divestiture
Branches prior to consummation of the Divestiture. The Parties may not reacquire
any of the Divestiture Branches for at least five years after the consummation
of the Divestiture. If the Parties decide to close any of their branches in any
of the counties in which a Divestiture Branch is located within three years of
the close of the Merger, any such branch must be sold or leased to a commercial
bank. A divestiture statement identifying the Divestiture Branches and other
information is available on the website of each party.
Cautionary Notes Regarding Forward-Looking Statements
Certain of the statements made in this Current Report on Form 8-K may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E
of the Exchange Act. The words "expect," "anticipate," "intend," "plan,"
"believe," "seek," and "estimate," and similar expressions, are intended to
identify such forward-looking statements, but other statements not based on
historical information may also be considered forward-looking. Forward looking
statements include statements about the benefits to the Company or First
Citizens Bank of the Merger, the Company's and First Citizens Bank's future
financial and operating results, their respective plans, objectives, and
intentions, and when the Merger will be completed. All forward-looking
statements are subject to known and unknown risks, uncertainties, and other
factors that may cause the actual results, performance, or achievements to
differ materially from any results, performance, or achievements expressed or
implied by such forward-looking statements, including, among others, (1)
disruption from the Merger, or recently completed mergers, with customer,
supplier, or employee relationships, (2) uncertainties as to the timing of the
Merger, (3) the risk that the proposed transactions may not be completed in a
timely manner or at all, (4) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger Agreement,
including under circumstances that would require a party to pay a termination
fee, (5) the failure to obtain or delays in the receipt of necessary regulatory
approvals that must be received before the Merger may be completed, (6) the
possibility that the amount of the costs, fees, expenses, and charges related to
the Merger may be greater than anticipated, including as a result of unexpected
or unknown factors, events, or liabilities, (7) the failure or delay of the
other conditions to the consummation of the Merger to be satisfied or waived,
(8) reputational risk and the reaction of the parties' customers to the Merger,
(9) the risk of potential litigation or regulatory action related to the Merger,
(10) the risk that the cost savings and any revenue synergies from the Merger
may not be realized or take longer than anticipated to be realized, (11) general
competitive, economic, political, and market conditions, and (12) difficulties
experienced in the integration of the businesses. Additional factors which could
affect the forward-looking statements can be found in reports filed with the
Securities and Exchange Commission ("SEC") by the Company and First Citizens and
available on the SEC's website at http://www.sec.gov. Except as may be required
by applicable law, the Company does not undertake any obligation to update or
revise any forward-looking statements contained in this communication, which
speak only as of the date hereof, whether as a result of new information, future
events, or otherwise.
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