First Citizens Bank, CIT announce $2.2B all-stock merger

UPDATE: Feb. 1, 2021: The Federal Deposit Insurance Corp. (FDIC) on Friday reopened and extended through Feb. 22 its public comment period concerning First Citizens BancShares' proposed merger with CIT Group.

The move comes a week after the Federal Reserve extended a public comment period on the same merger through the same day. The Fed said the extension is meant to give interested parties more time to comment "in light of the ongoing challenges from the coronavirus."

A CIT spokeswoman told American Banker to direct all questions to First Citizens, which did not immediately respond to a request for comment Friday.

Dive Brief:

Raleigh, North Carolina-based First Citizens BancShares and New York City-based CIT Group are merging in a move that will create the nation's 19th-largest bank with nearly $110 billion in assets, the banks announced Friday.
Expected to close in the first half of 2021, the all-stock deal, which American Banker reports is worth $2.2 billion, is being billed as a merger of equals. But First Citizens will be the surviving company, with its investors owning 61% and CIT investors owning 39%. Under the deal, CIT shareholders will receive 0.062 shares of First Citizens stock for each CIT share they own.
Frank Holding Jr., First Citizens' chairman and CEO, will serve as chairman and CEO of the combined company. CIT's chairwoman and CEO, Ellen Alemany, will become vice chairwoman. Fourteen executives will sit on the company's board — 11 from First Citizens and three, including Alemany, from CIT.

Dive Insight:

Prior to the merger, First Citizens was actually the smaller of the two, with $48 billion in assets and a 550-branch footprint in 19 states. But it has been a serial acquirer over the past decade, buying more than 25 community banks, according to American Banker.

CIT has $61.7 billion in assets and 92 branches in nine states. A pair of acquisitions in the past five years have helped the company lean into commercial banking and away from its commercial finance roots.

CIT in January completed its $1 billion purchase of the banking arm of insurance titan Mutual of Omaha — a deal that saw CIT expand its presence in homeowner association banking. Mutual of Omaha's mortgage business was not included in the deal.

In 2015, CIT bought Pasadena, California-based OneWest Bank in a $3.4 billion deal that gave it a 70-branch West Coast presence and added two future financial luminaries to CIT's board.

Joseph Otting, who, until May, led the Office of the Comptroller of the Currency, became co-president of CIT Group and chief executive of CIT Bank in the 2015 move after serving as chief executive at OneWest.

Steven Mnuchin, now secretary of the Treasury, joined CIT as vice chairman in the 2015 acquisition.

"Frank and I have long respected each other's companies and believe this transaction will accelerate our strategic goals by bringing together the expertise of both banks to create scale, strength and value," Alemany said Friday in a news release. "I'm proud of the work we have done to transform CIT in recent years to a leading, national commercial bank. This transaction will build on those efforts and more fully unlock the potential in our core franchises. In addition, the strength that is created as a larger U.S. bank will enable greater opportunities for our team, our customers and our communities."