Item 8.01 Other Events
On December 2, 2019, First Citizens BancShares, Inc. (“BancShares”) and its wholly-owned subsidiary
First-Citizens Bank & Trust Company (“FCB”) and Entegra Financial Corp. (“Entegra”) and its wholly-owned
subsidiary Entegra Bank (collectively with BancShares, FCB, and Entegra, the “Parties”) entered into a Letter of Agreement
(the “LOA”) with the Department of Justice, Antitrust Division (the “DOJ”) in connection with the proposed
merger of Entegra and Entegra Bank into FCB (collectively, the “Merger”). The LOA 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) (collectively, the “Divestiture Branches”). 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 DOJ (the “Divestiture”). The Divestiture must occur within 180
days after the consummation of the Merger and, if not complete by such time, the Divesture Branches will be transferred to an independent
trustee for sale. The Divesture is designed to resolve any competitive concerns raised by the DOJ concerning the Merger.
The LOA provides that the Parties may not exclude any customer relationships from the Divestiture except as
expressly agreed with the DOJ. The Parties are also required to preserve, maintain, and continue to operate the Divestiture Branches
prior to consummation of the Divestiture. The Parties may not reacquire any of the Divestiture Branches for at least five years
after the consummation of the Divestiture. If the Parties decide to close any of their branches in any of the counties in which
a Divestiture Branch is located within three years of the close of the Merger, any such branch must be sold or leased to a commercial
bank. A divestiture statement identifying the Divestiture Branches and other information is available on the website of each party.
Cautionary Notes Regarding Forward-Looking Statements
Certain of the statements made in this Current Report on Form 8-K may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of
the Exchange Act. The words “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” and “estimate,” and similar expressions, are intended to identify such forward-looking statements,
but other statements not based on historical information may also be considered forward-looking. Forward looking statements include
statements about the benefits to the Company or First Citizens Bank of the Merger, the Company’s and First Citizens Bank’s
future financial and operating results, their respective plans, objectives, and intentions, and when the Merger will be completed.
All forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause the actual
results, performance, or achievements to differ materially from any results, performance, or achievements expressed or implied
by such forward-looking statements, including, among others, (1) disruption from the Merger, or recently completed mergers, with
customer, supplier, or employee relationships, (2) uncertainties as to the timing of the Merger, (3) the risk that the proposed
transactions may not be completed in a timely manner or at all, (4) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the Merger Agreement, including under circumstances that would require a party to pay
a termination fee, (5) the failure to obtain or delays in the receipt of necessary regulatory approvals that must be received before
the Merger may be completed, (6) the possibility that the amount of the costs, fees, expenses, and charges related to the Merger
may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure
or delay of the other conditions to the consummation of the Merger to be satisfied or waived, (8) reputational risk and the reaction
of the parties’ customers to the Merger, (9) the risk of potential litigation or regulatory action related to the Merger,
(10) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated
to be realized, (11) general competitive, economic, political, and market conditions, and (12) difficulties experienced in the
integration of the businesses. Additional factors which could affect the forward-looking statements can be found in reports filed
with the Securities and Exchange Commission (“SEC”) by the Company and First Citizens and available on the SEC’s
website at http://www.sec.gov. Except as may be required by applicable law, the Company does not undertake any obligation to update
or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a
result of new information, future events, or otherwise.
