Client First Citizens and CIT Group Announce Merger to Create 19th Largest Bank in U.S.

Smith Anderson client First Citizens BancShares, Inc. (NASDAQ: FCNCA) (“First Citizens”), the parent company of First-Citizens Bank & Trust Company, and CIT Group Inc. (NYSE: CIT) (“CIT”), the parent company of CIT Bank, N.A., have entered into a definitive agreement under which the companies will combine in an all-stock merger to create the 19th largest bank in the United States based on assets.

Serving as legal advisor to First Citizens, Smith Anderson was prominently featured in The Deal article "Smith Anderson Steers First Citizens Purchase of CIT" and in the Law360 article "Sullivan, NC Firm Guide Merger Forming $100B Bank." The noteworthy deal was also covered in the following widely known publications: American Banker, Banking Exchange, Triangle Business Journal, Financial World, Market Watch, Wall Street Journal and Yahoo Finance, among others. 

According to the press release, the transaction brings together the complementary strengths of First Citizens’ low-cost retail deposit franchise and full suite of banking products with CIT’s national commercial lending expertise and strong market positions. The combined company, headquartered in Raleigh, N.C., will operate under the First Citizens name and will trade under the First Citizens ticker symbol FCNCA on the Nasdaq stock market.

Frank Holding, Jr., Chairman and CEO of First Citizens, will retain the same roles at the combined company. Holding is quoted in the press release as saying “This is a transformational partnership for First Citizens and CIT designed to create long-term value for all of our constituents including our stockholders, our customers, our associates and our communities.”

The Smith Anderson team advising First Citizens in the merger was led by Gerald Roach and Jason Martinez and was a collaborative effort with support from the firm’s Financial Institutions practice group led by Geoffrey Adams and more than 20 team members from the firm's Mergers & Acquisitions, Employee Benefits, Public Companies, Employment, Labor and Human Resources, Corporate and Syndicated Finance, Data Privacy and Security and Tax practice groups and the Regulatory team.

Smith Anderson regularly serves as counsel to First Citizens. Earlier this year, Smith Anderson advised First Citizens in a public offering of subordinated notes for aggregate proceeds of $350 million and advised in a public offering of depositary shares representing interest in preferred stock for aggregate proceeds of $345 million. In 2019, Smith Anderson advised First Citizens in its $219.8 million acquisition of Entegra Financial Corp. following First Citizens’ superior offer to Entegra’s merger agreement with SmartFinancial, Inc. In 2014, Smith Anderson counseled the Special Committee of First Citizens in its merger with First Citizens Bancorporation in the largest bank holding company merger in the southeast and the third largest nationally.

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