First-Citizens Bank & Trust Company entered into non-binding indication of interest to acquire remaining 98.44% of stake in Entegra Financial Corp. (NasdaqGM:ENFC) on November 30, 2018. First-Citizens Bank & Trust Company entered into an agreement to acquire remaining 98.44% of stake in Entegra Financial Corp. for approximately $210 million on April 23, 2019. Under the terms of the agreement, cash consideration of $30.18 per share will be paid to the shareholders of Entegra for each share of its common stock and for each restricted stock unit after conversion to common stock, each Entegra option will be canceled and each option holder will receive a cash payment and no consideration will be paid to First Citizens Bank or its affiliates as a result of their ownership of shares of Entegra’s common stock. Entegra Financial Corp. will be merged into First-Citizens Bank & Trust Company after the merger. First-Citizens Bank will assume $14.4 million in aggregate principal amount of subordinated debentures issued by Entegra to trust affiliates in connection with the issuance of trust preferred securities. The merger agreement provides certain termination rights for both First-Citizens Bank and Entegra and further provides that a termination fee of $6.4 million or $8 million will be payable by Entegra upon termination of the merger agreement under certain circumstances and a termination fee of $8.8 million will be payable by First-Citizens Bank upon termination of the merger agreement. The transaction is subject to receipt of the Entegra shareholder approval, receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the North Carolina Office of the Commissioner of Banks, United States Department of Justice and the absence of any order, decree, or injunction preventing the completion of the merger or making the mergers illegal. The transaction was unanimously approved and adopted by the Boards of Directors of Entegra and Entegra Bank and the executive committee of the Board of Directors of First Citizens BancShares, Inc. and First-Citizens Bank. Certain Financial Directors and executive officers of Entegra entered into voting agreements with First Citizens to vote their shares in favor of the transaction. No shareholder approval is required for First Citizens BancShares. As of June 25, 2019, Entegra Financial announced that it will hold the annual meeting of the shareholders on August 1, 2019 to approve the transaction. As of August 1, 2019, the shareholders of Entegra approved the transaction. On December 2, 2019, First Citizens and Entegra entered into a letter of agreement with the Department of Justice, Antitrust Division in connection with the proposed merger of Entegra and Entegra Bank into FCB. The agreement 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). 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 Department of Justice, Antitrust Division. On December 23, 2019, First Citizens Bank entered into an agreement to buy three Entegra Financial Corp. branches in Western North Carolina. As of December 16, 2019, the transaction has received the required regulatory approvals from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the North Carolina Commissioner of Banks and no further regulatory approvals are required to complete the merger. The transaction is anticipated to close during the second half of 2019. As of August 1, 2019, the transaction is expected to close during the fourth quarter of 2019. As of December 16, 2019, completion of the transaction is expected to occur on or about December 31, 2019. Gerald F. Roach and Geoffrey W. Adams of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. acted as legal advisors to First-Citizens Bank & Trust Company. Peter Weinstock, Steven Haas, Eric Markus, Brian Marek, Beth Whitaker, Anthony Eppert, Ed Fuhr, Johnathon Schronce, Jeff Blair, Caitlin Sawyer and Eric Murdoch of Hunton Andrews Kurth LLP acted as legal advisors to Entegra Financial Corp. Scott Clark of Sandler O'Neill + Partners, L.P. acted as financial advisor and provided fairness opinion to Entegra. Sandler O'Neill + Partners, L.P. will receive a fee for the services in an amount equal to 1.25% of the purchase price, a significant portion of which is contingent upon the closing of the merger. At the time of announcement of the merger, Sandler O’Neill’s fee was approximately $2.7 million. Sandler O’Neill also received $250,000 from Entegra Financial upon rendering its opinion, which opinion fee will be credited in full towards the portion of the transaction fee becoming payable to Sandler O’Neill upon closing of the merger. Alliance Advisors, LLC acted as the information agent to Entegra and received a fee of $15,000 for its services.