--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-079743" form_type: "8-K" ticker: "FCNCA" cik: "0000798941" company_name: "FIRST CITIZENS BANCSHARES INC /DE/" filed_at: "2023-03-27T23:59:59+00:00" generated_at: "2026-06-17T15:59:28.146319+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # First Citizens acquires Silicon Valley Bridge Bank from FDIC; $110B assets, $56B deposits ## Summary - Acquired ~$110.1B in assets (incl. $72.1B loans) and assumed ~$56.5B deposits at no premium; assets acquired at ~$16.45B discount. - Issued $35B 5-year note to FDIC at 3.5% interest; received $70B FDIC credit facility for liquidity (SOFR + 25bps). - Shared-loss agreement covers ~$60B loans: FDIC covers 50% of losses over $5B; First Citizens may pay up to $1.5B true-up if losses low. - BancShares issued a value appreciation instrument: FDIC can receive up to $500M if FCNCA stock exceeds $582.55 (exercisable by Apr 14, 2023). - 17 legacy SVB branches will operate as Silicon Valley Bank, a division of First Citizens; no assets acquired from SVB Financial Group. ## SEC filing metadata - accession: 0001193125-23-079743 - form_type: 8-K - ticker: FCNCA - cik: 0000798941 - company_name: FIRST CITIZENS BANCSHARES INC /DE/ - filed_at: 2023-03-27T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/d488575d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-079743 - JSON: https://secwatch.observer/filing/0001193125-23-079743.json - Plain text: https://secwatch.observer/filing/0001193125-23-079743.txt ## Key facts - Debt Financings FIRST CITIZENS BANCSHARES INC /DE/ incurred debt of $35.0 billion with Federal Deposit Insurance Corporation (the "FDIC") at 3.50% per annum maturing five years from the Acquisition Date. - Principal: $35.0 billion - Counterparty: Federal Deposit Insurance Corporation (the "FDIC") - Rate: 3.50% per annum - Maturity: five years from the Acquisition Date - Event: incurrence source text: as initial payment under the Purchase Agreement, FCB issued a five-year $35.0 billion note to the FDIC (the "Purchase Money Note"). evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Debt Financings FIRST CITIZENS BANCSHARES INC /DE/ incurred credit facility of $70 billion with Federal Deposit Insurance Corporation (the "FDIC") at Secured Overnight Financing Rate plus 25 basis points (but in no event less than maturing five years from the Acquisition Date. - Instrument: credit facility - Principal: $70 billion - Counterparty: Federal Deposit Insurance Corporation (the "FDIC") - Rate: Secured Overnight Financing Rate plus 25 basis points (but in no event less than - Maturity: five years from the Acquisition Date - Event: incurrence source text: FCB and the FDIC also entered into a binding term sheet pursuant to which the FDIC is providing a five-year, $70 billion line of credit to FCB (the "Credit Facility"). evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - M&A Transactions FIRST CITIZENS BANCSHARES INC /DE/ completed an acquisition involving Federal Deposit Insurance Corporation for at a discount of approximately $16.45 billion (closed 2023-03-27). - Action: acquisition - Counterparty: Federal Deposit Insurance Corporation - Consideration: at a discount of approximately $16.45 billion - Closing: 2023-03-27 source text: liabilities, including approximately $56.5 billion in customer deposits. 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 Purchase Agreement expressly excludes (i) any obligation for FCB to purchase (a) qualified financial contracts or any other derivative evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Material Agreements FIRST CITIZENS BANCSHARES INC /DE/ entered into Purchase Agreement with Federal Deposit Insurance Corporation valued at FCB acquired approximately $110.1 billion in assets (including $72.1 billion in loans) and assumed a (effective 2023-03-27). - Action: entry - Agreement: asset purchase - Counterparty: Federal Deposit Insurance Corporation - Value: FCB acquired approximately $110.1 billion in assets (including $72.1 billion in loans) and assumed a - Effective: 2023-03-27 source text: Effective March 27, 2023 (the “Acquisition Date”), First-Citizens Bank & Trust Company (“FCB”), a North Carolina chartered commercial bank and direct, wholly owned subsidiary of First Citizens BancShares, Inc. (“BancShares”), assumed all customer deposits and certain other liabilities, and acquired substantially all loans and certain other assets, of Silicon Valley Bridge Bank, N.A. (“Silicon Valley Bridge Bank”), as successor to Silicon Valley Bank (the “Failed Bank”), from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Silicon Valley Bridge Bank (the “Acquisition”), pursuant to the terms of a purchase and assumption agreement entered into by FCB and the FDIC on March 27, 2023 (the “Purchase Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Material Agreements FIRST CITIZENS BANCSHARES INC /DE/ entered into Value Appreciation Instrument with Federal Deposit Insurance Corporation valued at Cash Settled Value Appreciation Instrument issued by BancShares; FCB agreed to make a cash payment t (effective 2023-03-27). - Action: entry - Counterparty: Federal Deposit Insurance Corporation - Value: Cash Settled Value Appreciation Instrument issued by BancShares; FCB agreed to make a cash payment t - Effective: 2023-03-27 source text: In addition, as part of the consideration for the Acquisition, BancShares issued a Cash Settled Value Appreciation Instrument to the FDIC (the “Value Appreciation Instrument”) in which FCB agreed to make a cash payment to the holder evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Material Agreements FIRST CITIZENS BANCSHARES INC /DE/ entered into Purchase Money Note with Federal Deposit Insurance Corporation valued at Five-year $35.0 billion note with 3.50% fixed interest, secured by acquired loans and other assets, (effective 2023-03-27). - Action: entry - Agreement: notes offering - Counterparty: Federal Deposit Insurance Corporation - Value: Five-year $35.0 billion note with 3.50% fixed interest, secured by acquired loans and other assets, - Effective: 2023-03-27 source text: In connection with the Acquisition, as initial payment under the Purchase Agreement, FCB issued a five-year $35.0 billion note to the FDIC (the “Purchase Money Note”). It is anticipated that the Purchase Money Note will be secured by (i) all loans (other than certain consumer loans and related collateral) and certain real estate and bank premises acquired by FCB from the FDIC, (ii) certain other assets related to the foregoing, including specified rights under the Purchase Agreement and Shared-Loss Agreement (as defined below), and (iii) proceeds of the foregoing. evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Material Agreements FIRST CITIZENS BANCSHARES INC /DE/ entered into Credit Facility with Federal Deposit Insurance Corporation valued at Five-year $70 billion line of credit at SOFR plus 25 basis points (floor 0%), secured by commercial (effective 2023-03-27). - Action: entry - Agreement: credit facility - Counterparty: Federal Deposit Insurance Corporation - Value: Five-year $70 billion line of credit at SOFR plus 25 basis points (floor 0%), secured by commercial - Effective: 2023-03-27 source text: FCB and the FDIC also entered into a binding term sheet pursuant to which the FDIC is providing a five-year, $70 billion line of credit to FCB (the “Credit Facility”). During the two-year period following the Acquisition (the “Availability Period”), FCB may draw on the Credit Facility to support liquidity, including for deposit withdrawal or runoff and to fund the unfunded commercial lending commitments acquired pursuant to the Acquisition (the “Unfunded Commitments”). evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm - Material Agreements FIRST CITIZENS BANCSHARES INC /DE/ entered into Shared-Loss Agreement with Federal Deposit Insurance Corporation valued at Covers estimated $60 billion of loans; FDIC reimburses 0% of first $5 billion losses and 50% of loss (effective 2023-03-27). - Action: entry - Counterparty: Federal Deposit Insurance Corporation - Value: Covers estimated $60 billion of loans; FDIC reimburses 0% of first $5 billion losses and 50% of loss - Effective: 2023-03-27 source text: In connection with the Purchase Agreement, FCB also entered into a commercial shared loss agreement with the FDIC (the “Shared-Loss Agreement”). The Shared-Loss Agreement will cover an estimated $60 billion of loans (collectively, the “covered assets”). Pursuant to the terms of the Shared-Loss Agreement, the FDIC will reimburse FCB for 0% of losses of up to $5 billion with respect to covered assets and 50% of losses in excess of $5 billion with respect to covered assets (“FDIC loss sharing”) and FCB will reimburse the FDIC for 50% of recoveries related to such covered assets (“FCB reimbursement”). evidence_url: https://www.sec.gov/Archives/edgar/data/798941/000119312523079743/0001193125-23-079743-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.