FNB Says It Will Buy N.C.-based Yadkin Bank

PITTSBURGH – F.N.B. Corp., parent of First National Bank of Pennsylvania, and Yadkin Financial Corp., Raleigh, N.C., announced this morning that the former will acquire the latter in an all-stock transaction valued at $1.4 billion, or $27.35 per share of Yadkin.

Pro forma, the acquisition of Yadkin, with $7.5 billion in assets would make the larger F.N.B. Corp. a provider of financial services with some $28.7 billion in assets and more than 400 full-service banking offices in North Carolina, South Carolina, Pennsylvania, Ohio, Maryland and West Virginia.

The combined company, F.N.B. and Yadkin say, would have $21 billion in deposits and $20 billion in total loans.

Under terms of the agreement, F.N.B. would pay 2.16 of its shares for each share of Yadkin stock. “The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Yadkin,” the announcement states. Yadkin shareholders would own some 35% of the larger F.N.B. Corp.

F.N.B. and Yadkin executives expect the purchase to be completed during the first quarter of next year, subject to the usual approvals from shareholders and regulators.

The price was determined by using the 20-day trailing average closing price of F.N.B. as of Wednesday.

Yadkin Financial Corp. would be integrated into First National Bank, the announcement says.

In prepared statements, the presidents and CEOs of both companies said why the agreement should benefit their shareholders, customers and the communities they serve.

Said F.N.B.’s Vincent J. Delie Jr.: “Both F.N.B. and Yadkin are high-performing banks with track records of successful growth. The combination with Yadkin transforms F.N.B.’s growth profile and creates a regional premier bank with an expanded footprint across the Mid-Atlantic and Southeast. With this additional scale, F.N.B. will be better positioned to compete effectively in an environment which requires constant attention to improving operating efficiencies.”

Said Yadkin’s Scott Custer: “Yadkin is delighted to partner with F.N.B., one of the most impressive banking organizations in the United States. … We believe this partnership will provide the best returns for our shareholders while providing tremendous opportunities for our employees, customers and the communities we serve.”

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