First-Citizens Bank & Trust Company entered into definitive agreement to acquire CIT Group Inc. (NYSE: CIT) for $2.2 billion in a merger of equals transaction on October 15, 2020. CIT stockholders will receive 0.0620 shares of First Citizens class A common stock of First Citizens BancShares, Inc. (NasdaqGS:FCNC.A), parent of First-Citizens Bank & Trust Company, for each share of CIT common stock they own. In addition, each share of fixed-to-floating rate non-cumulative perpetual preferred stock, series A and 5.625% non-cumulative perpetual preferred stock, series B, of CIT will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of First Citizens BancShares, Inc. and one share of a newly created series of preferred stock, Series C, of First Citizens BancShares, Inc. respectively. First Citizens stockholders will own approximately 61% and CIT stockholders will own approximately 39% of the combined company. Upon completion, CIT will merge with and into FCB First-Citizens Bank & Trust Company with First-Citizens Bank & Trust Company as the surviving entity. The combined company will operate under the First Citizens name and will trade under the First Citizens ticker symbol FCNCA on the Nasdaq stock market. The merger agreement also provides certain termination rights for CIT and First Citizens, including, among others, if the merger has not been completed by October 15, 2021. In case of termination of the deal, under certain circumstances, each party would be required to pay the other a termination fee of $64 million. As of December 17, 2021, First-Citizens Bank & Trust Company and CIT group jointly announced that their previous proposal to merge the two companies has received approval from the Board of Governors of the Federal Reserve System today. The merger has previously received approvals from the Federal Deposit Insurance Corporation and the Office of the North Carolina Commissioner of Banks. The deal is expected to occur as soon as practicable in early January 2022.

Frank Holding, Chairman and Chief Executive Officer of First Citizens BancShares, will retain the same roles at the combined company. Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT, will assume the role of Vice Chairwoman and play a key role in the merger integration and will serve on the Board of Directors of the combined company. The Board of Directors of the combined company will consist of 14 directors, the current 11 First Citizens Board members and 3 CIT Board members, including Ellen R. Alemany. The combined company will be headquartered in Raleigh, N.C. and will maintain significant operation centers in New York, Pasadena, Omaha, Phoenix, Jacksonville, Fla., New Jersey and Columbia, S.C., among other locations.

The transaction is subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals including the approval of the Federal Reserve, the Financial Industry Regulatory Authority, the Federal Deposit Insurance Corporation and the North Carolina Office of the Commissioner of Banks, the Antitrust Division of the US Department of Justice, the NCCOB, antitrust approval, approval by the stockholders of both First Citizens and CIT, the consideration shares issuable pursuant to the agreement shall having been authorized for listing on Nasdaq, the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission and the receipt by such party of an opinion from its counsel to the effect that the Mergers will together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction has been unanimously approved by the Boards of Directors of both CIT and First Citizens. Certain principal stockholders of First Citizens BancShares have entered into a Voting Agreement to vote in favor of the transaction. As of February 9, 2021, shareholders of both First Citizens BancShares and CIT approved the transaction. As of July 14, 2021, the transaction has received regulatory approval from the Federal Deposit Insurance Corporation ("FDIC"). The merger has already received approval from the Office of the North Carolina Commissioner of Banks. The merger is expected to close in the first half of 2021. As of February 9, 2021, the transaction is expected to close in the second quarter of 2021. As of April 29, 2021, the transaction is expected to close in mid-2021. As of July 14, 2021, the transaction is expected to close in the third quarter of 2021. As of September 30, 2021, both the parties have agreed to extend the merger agreement from October 15, 2021, to March 1, 2022. Action by the Federal Reserve Board is the remaining regulatory approval required to complete the merger. As of December 17, 2021, the transaction has received approvals from the Federal Deposit Insurance Corporation and the Office of the North Carolina Commissioner of Banks. Completion of the proposed merger remains subject to a 15-day waiting period and the satisfaction or waiver of other customary closing conditions and is expected to occur as soon as practicable in early January 2022. The transaction is targeted to deliver in excess of 50% EPS accretion once cost savings are fully phased in.

Piper Sandler & Co. acted as financial advisor and Geoffrey Adams, Kara Brunk, Tamara Cappelson, NCCP David Clement, Tyler Cook, Joseph Dickinson, Davis Fussell, Timothy Goettel, J. Travis Hockaday, Charles Kabugo-Musoke, Perky Karmire, NCCP Jason Martinez, Caryn McNeill, Michael Mitchell, William Nelson, Stephen Parascandola, Susan Milner Parrott, Armand Perry, Davis Roach, Gerald Roach, William Robinson and Justin Truesdale of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. acted as legal advisors to First Citizens. Keefe, Bruyette, & Woods, Inc. acted as financial advisor and fairness opinion provider, Morgan Stanley & Co. LLC acted as financial advisor and H. Rodgin Cohen, Camille L. Orme and Mitchell S. Eitel of Sullivan & Cromwell LLP acted as legal advisors to CIT. Stifel Financial Corp. (NYSE:SF) acted as financial advisor to CIT. Alliance Advisors, LLC acted as information agent to First Citizens while D.F. King & Co., Inc. acted as information agent to CIT in the transaction. Stefan Timms, Sean Muggah, Kyle Denomme, Andrew Harrison, Steve Suarez, Subrata Bhattacharjee, Denes A. Rothschild and Jennifer M. Fantini of Borden Ladner Gervais LLP and David Freeman of Arnold & Porter Kaye Scholer LLP acted as legal advisors to First-Citizens Bank & Trust. The combined company will operate under the First Citizens name and establish a top 20 bank in the United States based on assets.

First-Citizens Bank & Trust Company completed the acquisition of CIT Group Inc. (NYSE: CIT) in a merger of equals transaction on January 3, 2022. The combined company now operates under the First Citizens Bank name. CIT, CIT Bank and OneWest Bank will initially operate as divisions of First Citizens Bank and over the coming months, a series of conversions to First Citizens' systems and operations will take place. The board now consists of 11 current First Citizens directors and three former CIT board members, Ellen R. Alemany, Michael A. Carpenter and Vice Admiral John R. Ryan. Also, Marisa J. Harney is now a member of the First Citizens executive leadership team and will assume the role of Chief Credit officer.