FIRST CITIZENS BANCSHARES, INC. Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. Subject to the fulfillment of customary closing conditions, certain of which are described below, the parties anticipate that the Transaction will close in the first half of 2021.
Merger Consideration
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the First-Step Merger (the "Effective Time"), each
share of CIT common stock, par value
In addition, at the Effective Time, each share of Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series A, par value
Treatment of CIT Equity Awards
At the Effective Time, (i) each restricted stock unit award or performance stock unit award in respect of shares of CIT Common Stock, including any deferred restricted stock unit award (each, a "CIT Award") outstanding prior to the Effective Time, other than a CIT Director RSU Award (defined below), will automatically be converted into a restricted stock unit in respect of a number of shares of BancShares Common Stock (a "BancShares Award") equal to (a) the number of shares of CIT Common Stock subject to such CIT Award immediately prior to the Effective Time based on target level performance multiplied by (b) the Exchange Ratio, and such BancShares Award will be subject to the same terms and conditions applicable to the existing CIT Award (except, in the case of performance stock unit awards, for any performance goals or metrics), and (ii) each restricted stock unit award in respect of shares of CIT Common Stock that (a) is outstanding and unvested immediately prior to the Effective Time, (b) is held by a member of the Board of Directors of CIT, (c) will automatically vest upon the Effective Time in accordance with its terms, and (d) is not subject to a deferral election (each, a "CIT Director RSU Award") will automatically be converted into the right to receive the Merger Consideration. -------------------------------------------------------------------------------- Certain Governance Matters
Pursuant to the Merger Agreement, effective as of the Effective Time, the Boards
of Directors of the combined company and the combined bank will consist of 14
directors, (i) 11 of whom will be members of the current Board of Directors of
BancShares, and (ii) three of whom will be selected from among the current Board
of Directors of CIT and will include as one of those three
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from each
of BancShares, FCB, Merger Sub, and CIT, each with respect to its and its
subsidiaries' businesses, as applicable. In addition, the Merger Agreement
includes customary covenants, including, among others, covenants relating to (i)
each party's business during the interim period between the execution of the
Merger Agreement and the Effective Time, (ii) each party's obligations to
cooperate with the other party and use reasonable best efforts to file all
applications, notices, petitions, and filings in respect of, and obtain as
promptly as practicable, the requisite governmental and regulatory approvals,
(iii) each of CIT's and BancShares' obligations to call a meeting of its
stockholders to approve the Merger Agreement and the issuance of the shares of
BancShares capital stock pursuant to the Merger Agreement, respectively, (iv)
each of CIT's and BancShares' obligations, subject to certain exceptions, to
recommend that its stockholders approve the Merger Agreement and the issuance of
the shares of BancShares capital stock pursuant to the Merger Agreement,
respectively, and (v) non-solicitation obligations and other provisions relating
to potential competing acquisition proposals from other bidders for either CIT
or BancShares, including a break-up fee of
The consummation of the Mergers is subject to the satisfaction or waiver (where
legally permissible) of customary closing conditions, including, among others,
(i) receipt of the requisite approval of the Merger Agreement by the CIT
stockholders, (ii) receipt of the requisite approval of the issuance of the
shares of BancShares' capital stock pursuant to the Merger Agreement by
BancShares' stockholders, (iii) receipt of authorization from Nasdaq for listing
the shares of BancShares Common Stock and New BancShares Series C Preferred
Stock that are issuable pursuant to the Merger Agreement, (iv) receipt of
required regulatory approvals, including the approval of the
The Merger Agreement provides certain termination rights for each of CIT and
BancShares, including, among others, if the First-Step Merger has not been
completed by
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors . . .
Item 8.01. Other Events.
On
In addition to the Letter Agreement,
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits accompany this report.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of October 15, 2020 , by and
among First Citizens BancShares, Inc. , First-Citizens Bank & Trust
Company , FC Merger Subsidiary IX, Inc. , and CIT Group Inc.*
10.1 Voting Agreement, dated as of October 15 , by and among CIT Group
Inc., Frank B. Holding , Jr., Hope H. Bryant , Peter M. Bristow , and
Claire H. Bristow
99.1 Letter Agreement, dated as of October 15, 2020 , by and between
First-Citizens Bank & Trust Company and Ellen R. Alemany
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy of
any omitted schedule or similar attachment to the
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares and CIT. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "targets," "designed," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares' and CIT's current expectations and assumptions regarding BancShares' and CIT's businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences,
they are subject to inherent risks, uncertainties, changes in circumstances and
other factors that are difficult to predict. Many possible events or factors
could affect BancShares' and/or CIT's future financial results and performance
and could cause the actual results, performance or achievements of BancShares
and/or CIT to differ materially from any anticipated results expressed or
implied by such forward-looking statements. Such risks and uncertainties
include, among others, (1) the risk that the cost savings, any revenue synergies
and other anticipated benefits of the Transaction may not be realized or may
take longer than anticipated to be realized, including as a result of the impact
of, or problems arising from, the integration of the two companies or as a
result of the condition of the economy and competitive factors in areas where
BancShares and CIT do business, (2) disruption to the parties' businesses as a
result of the announcement and pendency of the Transaction and diversion of
management's attention from ongoing business operations and opportunities, (3)
the occurrence of any event, change or other circumstances that could give rise
to the right of one or both of the parties to terminate the Merger Agreement,
(4) the risk that the integration of BancShares' and CIT's operations will be
materially delayed or will be more costly or difficult than expected or that
BancShares and CIT are otherwise unable to successfully integrate their
businesses, (5) the failure to obtain the necessary approvals of the
stockholders of BancShares and/or CIT, (6) the outcome of any legal proceedings
that may be instituted against BancShares and/or CIT, (7) the failure to obtain
required governmental approvals (and the risk that such approvals may result in
the imposition of conditions that could adversely affect the combined company or
the expected benefits of the Transaction), (8) reputational risk and potential
adverse reactions of BancShares' and/or CIT's customers, suppliers, employees or
other business partners, including those resulting from the announcement or
completion of the Transaction, (9) the failure of any of the closing conditions
in the Merger Agreement to be satisfied on a timely basis or at all, (10) delays
in closing the Transaction, (11) the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result of unexpected
factors or events, (12) the dilution caused by BancShares' issuance of
additional shares of its capital stock in connection with the Transaction, (13)
general competitive, economic, political and market conditions, (14) other
factors that may affect future results of CIT and/or BancShares including
changes in asset quality and credit risk, the inability to sustain revenue and
earnings growth, changes in interest rates and capital markets, inflation,
customer borrowing, repayment, investment and deposit practices, the impact,
extent and timing of technological changes, capital management activities, and
other actions of the
Except to the extent required by applicable law or regulation, each of
BancShares and CIT disclaims any obligation to update such factors or to
publicly announce the results of any revisions to any of the forward-looking
statements included herein to reflect future events or developments. Further
information regarding BancShares, CIT and factors which could affect the
forward-looking statements contained herein can be found in BancShares' Annual
Report on Form 10-K for the fiscal year ended
BancShares intends to file a registration statement on Form S-4 with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING BANCSHARES, CIT, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
Participants in the Solicitation
BancShares, CIT, and certain of their respective directors and executive
officers may be deemed participants in the solicitation of proxies from the
stockholders of each of BancShares and CIT in connection with the Transaction
under the rules of the
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