F.N.B. CORPORATION (NYSE:FNB) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets. |
On March11, 2017, to the terms and conditions of the Agreement
and Plan of Merger dated as of July20, 2016 between F.N.B.
Corporation (F.N.B.) and Yadkin Financial Corporation (Yadkin),
F.N.B. completed its acquisition of Yadkin through the merger of
Yadkin with and into F.N.B., with F.N.B. being the surviving
corporation (the Merger). Yadkin is the holding company for
Yadkin Bank, a North Carolina banking institution. Immediately
following completion of the Merger, Yadkin Bank merged with and
into First National Bank of Pennsylvania, the principal
subsidiary of F.N.B., with First National Bank of Pennsylvania
continuing as the surviving bank.
to the Agreement and Plan of Merger, at the effective time of the
Merger, each outstanding share of Yadkin common stock (excluding
certain shares held by F.N.B., Yadkin and their respective
subsidiaries, which were cancelled without receipt of any
consideration) was converted into the right to receive 2.16
shares of the common stock of F.N.B., with cash paid in lieu of
fractional shares. Additionally, each outstanding option to
purchase shares of Yadkin common stock to Yadkins equity-based
compensation plans was converted into an option to purchase a
number of shares of F.N.B. common stock equal to the number of
shares of Yadkin common stock underlying the option immediately
prior to the Merger multiplied by 2.16 (rounded down to the
nearest whole share), at an exercise price equal to the exercise
price in effect immediately before the Merger, divided by 2.16
(rounded up to the nearest whole cent).
The foregoing description of the Agreement and Plan of Merger and
the Merger does not purport to be complete and is qualified in
its entirety by reference to the Agreement and Plan of Merger,
which is incorporated herein by reference to Exhibit 2.1 filed
with this report.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As previously disclosed under Item 5.02 of the Current Report on
Form 8-K filed by F.N.B. on October25, 2016, as amended, which is
incorporated herein by reference, Scott Custer, formerly a
director and the President and Chief Executive Officer of Yadkin,
was elected to the Boards of Directors of F.N.B. and First
National Bank of Pennsylvania. His term as director commenced on
March11, 2017.
| Item8.01 | Other Events. |
On March13, 2017, F.N.B. issued a press release announcing the
closing of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The financial statements required by Item 9.01(a) of Form 8-K
have not been included in this report, but will be filed by
amendment not later than 71 calendar day after the date this
Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma financial information. |
The unaudited pro forma condensed combined financial information
required by Item 9.01(b) of Form 8-K have not been included in
this report, but will be filed by amendment not later than 71
calendar days after the date this Current Report on Form
8-K is required to
be filed.
| (d) | Exhibits |
| 2.1 |
Agreement and Plan of Merger between F.N.B. Corporation and Yadkin Financial Corporation, dated as of July20, 2016 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by F.N.B. on July21, 2016) |
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| 99.1 | Press release, dated March13, 2017 |
About F.N.B. CORPORATION (NYSE:FNB)
F.N.B. Corporation is a financial holding company. The Company operates through four segments: Community Banking, Wealth Management, Insurance and Consumer Finance. Its Community Banking segment consists of First National Bank of Pennsylvania (FNBPA), which offers services, including commercial and individual demand, savings and time deposit accounts and commercial, mortgage and individual installment loans. It operates its Community Banking business through a network of over 290 branches in Pennsylvania, Ohio, Maryland and West Virginia. Its Wealth Management segment delivers wealth management services to individuals, corporations and retirement funds, as well as existing customers of Community Banking. The Company’s Insurance segment operates principally through First National Insurance Agency, LLC (FNIA), which is a subsidiary of the Corporation. Its Consumer Finance segment operates through its subsidiary, Regency Finance Company. It also operates other non-banking subsidiaries. F.N.B. CORPORATION (NYSE:FNB) Recent Trading Information
F.N.B. CORPORATION (NYSE:FNB) closed its last trading session down -0.12 at 15.85 with 7,292,915 shares trading hands.
