First Citizens Files 8-K/A Amendment for March 2023 Acquisition

TL;DR

**First Citizens just dropped an 8-K/A with updated financials for a past acquisition.**

AI Summary

First Citizens BancShares, Inc. filed an 8-K/A Amendment No. 2 on January 26, 2024, relating to its acquisition or disposition of assets that occurred on March 27, 2023. This amendment likely provides updated financial statements or exhibits concerning the previously reported event. This matters to investors because it offers more complete financial details about a significant past transaction, which can impact the company's valuation and future performance.

Why It Matters

This filing provides updated financial information regarding a past acquisition, which is crucial for investors to accurately assess First Citizens BancShares' financial health and the long-term impact of the transaction.

Risk Assessment

Risk Level: low — This is an amendment to a past filing, providing updated information rather than announcing a new, uncertain event.

Analyst Insight

Investors should review the updated financial statements and exhibits included in this 8-K/A to understand the full financial impact of the March 27, 2023, acquisition or disposition on First Citizens BancShares, Inc.'s balance sheet and income statement.

Key Numbers

• March 27, 2023 — Date of Earliest Event Reported (The original event (acquisition/disposition) this 8-K/A amends.)
• January 26, 2024 — Filing Date (The date this Amendment No. 2 was filed.)
• Amendment No. 2 — Amendment Number (Indicates this is the second update to the original 8-K filing.)
• $1 — Class A Common Stock Par Value (The par value of the company's Class A Common Stock.)

Key Players & Entities

• First Citizens BancShares, Inc. (company) — the registrant filing the 8-K/A
• March 27, 2023 (date) — date of the earliest event reported (acquisition/disposition)
• January 26, 2024 (date) — date the 8-K/A was filed
• Amendment No. 2 (number) — identifies this as the second amendment to the original 8-K
• 4300 Six Forks Road, Raleigh, North Carolina 27609 (address) — principal executive offices of First Citizens BancShares, Inc.
• 001-16715 (number) — Commission File Number for First Citizens BancShares, Inc.
• $1 (dollar_amount) — Par Value of Class A Common Stock

FAQ

Key Financial Figures

• $1 — stered Class A Common Stock, Par Value $1 FCNCA Nasdaq Global Select Market Depo
• $107.54 b — CB acquired assets with a fair value of $107.54 billion, including approximately $68.47 b
• $68.47 billion — 107.54 billion, including approximately $68.47 billion in loans held by Silicon Valley Bridge
• $35.31 billion — held by Silicon Valley Bridge Bank and $35.31 billion of cash and interest-earning deposits a
• $61.42 billion — t banks. FCB also assumed approximately $61.42 billion in liabilities, including customer depo
• $56.01 billion — sits with a fair value of approximately $56.01 billion. The deposits were acquired without a p
• $16.45 b — acquired at a discount of approximately $16.45 billion, subject to customary adjustments
• $35 billion — VBB Acquisition, FCB issued a five-year $35 billion note payable to the FDIC (the "Purchase
• $70 billion — nding terms and conditions for an up to $70 billion line of credit provided by the FDIC for
• $36.07 billion — g the principal amount to approximately $36.07 billion ($35.81 billion net of fair value disco
• $35.81 billion — amount to approximately $36.07 billion ($35.81 billion net of fair value discount). FCB and th
• $60.5 billion — red-Loss Agreement covers approximately $60.5 billion of funded loans (collectively, the "cov
• $5 billion — reimburse FCB for 0% of losses of up to $5 billion with respect to covered assets and 50%
• $1.5 billion — Loss Agreement), a true-up amount up to $1.5 billion calculated using a formula set forth in
• $16.45 billion — acquired at a discount of approximately $16.45 billion pursuant to the terms of the Purchase A

Filing Documents

• fcnca-20230327.htm (8-K/A) — 261KB
• exhibit231kpmgconsent.htm (EX-23.1) — 2KB
• exhibit991financialstateme.htm (EX-99.1) — 553KB
• 0000798941-24-000012.txt ( ) — 1046KB
• fcnca-20230327.xsd (EX-101.SCH) — 2KB
• fcnca-20230327_def.xml (EX-101.DEF) — 7KB
• fcnca-20230327_lab.xml (EX-101.LAB) — 31KB
• fcnca-20230327_pre.xml (EX-101.PRE) — 17KB
• fcnca-20230327_htm.xml (XML) — 5KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth under "Explanatory Note" above is incorporated by reference into this Item 2.01. Under the terms of the Purchase Agreement, FCB acquired assets with a fair value of $107.54 billion, including approximately $68.47 billion in loans held by Silicon Valley Bridge Bank and $35.31 billion of cash and interest-earning deposits at banks. FCB also assumed approximately $61.42 billion in liabilities, including customer deposits with a fair value of approximately $56.01 billion. The deposits were acquired without a premium and the assets were acquired at a discount of approximately $16.45 billion, subject to customary adjustments. The preceding discussion of assets acquired and liabilities assumed is presented at estimated fair value on the SVBB Acquisition Date. The fair values of the assets acquired and liabilities assumed were determined as described in Item 9.01 below. The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement and certain exhibits attached thereto, a copy of which was attached as Exhibit 2.1 to Amendment No. 1 and is incorporated by reference herein. In connection with the SVBB Acquisition, FCB issued a five-year $35 billion note payable to the FDIC (the "Purchase Money Note"), and entered into binding terms and conditions for an up to $70 billion line of credit provided by the FDIC for related risks and liquidity purposes (the "Initial Liquidity Commitment", and with the Original Purchase Money Note, the "Initial Financing"). At such time, FCB and the FDIC agreed to negotiate additional terms and documents augmenting and superseding the Purchase Money Note and Initial Liquidity Commitment, and on November 20, 2023, FCB and the FDIC entered into new financing agreements for those purposes. On November 20, 2023, the Purchase Money Note was amended and restated, dated as of March 27,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired The disclosure in the Explanatory Note and Item 2.01 is incorporated in this Item 9.01(a). The following discussion should be read in conjunction with historical financial statements and related notes of BancShares, which have been filed with the Commission, and the Audited Statement of Assets Acquired and Liabilities Assumed, which is attached hereto as Exhibit 99.1 (the "Audited Statement"). BALANCE SHEET ANALYSIS Summary of Transaction As set forth in Item 2.01 above, FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank from the FDIC on the SVBB Acquisition Date, pursuant to the terms of the Purchase Agreement. Significant items related to the SVBB Acquisition are summarized below. The fair value of total assets acquired was $107.54 billion, which mainly consisted of approximately $68.47 billion of loans, net of allowance for loan losses, and $35.31 billion of cash and interest-earning deposits at banks. The fair value of deposits assumed was $56.01 billion. The deposits were acquired without a premium, and the assets were acquired at a discount of approximately $16.45 billion pursuant to the terms of the Purchase Agreement. The core deposit intangible ("CDI") was $230 million. The preliminary after tax gain on acquisition recorded by BancShares was $9.81 billion, representing the excess of the net assets acquired over the purchase price. The purchase price consideration recorded by BancShares included the Purchase Money Note with an estimated fair value of $35.81 billion and the Value Appreciation Instrument with an estimated fair value of $500 million. Fair Value Estimates BancShares has determined that the SVBB Acquisition constitutes a business combination as defined by the Financial Accounting Standards Board ("FASB") ASC Topic 805, Business Combin

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View this 8-K/A filing on SEC EDGAR