YADKIN FINANCIAL CORPORATION (NYSE:YDKN) 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),
Yadkin merged with and into F.N.B., with F.N.B. being the
surviving corporation (the Merger). As a result of the Merger,
Yadkin ceased to exist as a separate corporation and each share
of Yadkin common stock outstanding immediately prior to the
Merger (except for 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). Immediately
following completion of the Merger, Yadkins bank subsidiary,
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.
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.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information disclosed in Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference.
In connection with the completion of the merger between F.N.B.
and Yadkin, on March10, 2017, Yadkin notified its principal
trading market, the New York Stock Exchange, that effective as of
12:01 a.m. on March11, 2017, Yadkin would be merged with and into
F.N.B. and each share of common stock of Yadkin outstanding
immediately prior to the merger would be converted into the right
to receive the merger consideration set forth in the Agreement
and Plan of Merger (or, in the case of certain shares held by
F.N.B., Yadkin and their respective subsidiaries, cancelled
without receipt of any consideration), and requested that the
NYSE file with the SEC a notification of removal from listing on
Form 25 to report that the common stock of Yadkin is no longer
listed on the NYSE.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information disclosed in Items 2.01, 3.01 and 5.03 of this
Current Report on Form 8-K is incorporated herein by reference.
| Item5.01 | Changes in Control of Registrant. |
The information disclosed in Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference.
On March11, 2017, Yadkin merged with and into F.N.B., as a result
of which the separate corporate existence of Yadkin ceased and
each share of Yadkin common stock (except for 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 the merger consideration provided for
in the Agreement and Plan of Merger.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)Effective upon completion of the merger, all of the directors
and executive officers of Yadkin ceased serving as directors and
executive officers of Yadkin.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed in Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Upon effectiveness of the merger, the separate corporate
existence of Yadkin ceased. The articles of incorporation and
bylaws of F.N.B., as in effect immediately before the completion
of the Merger, became the articles of incorporation and bylaws of
the surviving corporation without change. Consequently, the
articles of incorporation and bylaws of Yadkin ceased to be in
effect upon completion of the Merger.
| Item9.01 | Financial Statements and Exhibits. |
(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 Yadkin on July21, 2016) |
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| 3.1 |
Articles of Incorporation of F.N.B. Corporation, effective as of August30, 2016 (Incorporated by reference to Exhibit 3.1 of F.N.B.s Current Report on Form 8-K filed on August30, 2016) |
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| 3.2 |
By-laws of F.N.B. Corporation, effective as of August30, 2016 (Incorporated by reference to Exhibit 3.2 of F.N.B.s Current Report on Form 8-K filed on August30, 2016) |
About YADKIN FINANCIAL CORPORATION (NYSE:YDKN)
Yadkin Financial Corporation is a bank holding company. The Company conducts its business operations through its subsidiary, Yadkin Bank, which is a chartered community bank that provides services in approximately 110 branches across North Carolina and South Carolina. Yadkin Bank provides banking, mortgage, investment and insurance services to businesses and consumers across the Carolinas. It operates through a segment, which is providing general commercial banking and financial services to individuals and businesses located in North Carolina and South Carolina, and to customers in various states through its Small Business Administration (SBA) lending program. It offers various loans, such as commercial and industrial (C&I) loans and government-guaranteed loans. The Company’s investment securities portfolio includes the United States Government-sponsored enterprise (GSE) obligations and securities guaranteed by the United States SBA. The Company’s primary source of funds is deposits. YADKIN FINANCIAL CORPORATION (NYSE:YDKN) Recent Trading Information
YADKIN FINANCIAL CORPORATION (NYSE:YDKN) closed its last trading session at 34.48 with 1,399,884 shares trading hands.