UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2017 (March 11, 2017)
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation)
001-31940 | 25-1255406 | |
(Commission File Number) |
(IRS Employer Identification No.) | |
One North Shore Center, 12 Federal Street Pittsburgh, Pennsylvania |
15212 | |
(Address of Principal Executive Offices) | (Zip Code) |
(800) 555-5455
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On March 11, 2017, pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of July 20, 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. On March 13, 2017, F.N.B. filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of the merger and other related matters. The purpose of this filing is to amend the Form 8-K filed on March 13, 2017 to include the information required by Item 9.01(a) and (b).
Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial statements of businesses acquired. |
The audited consolidated financial statements of Yadkin Financial Corporation as of December 31, 2016 and 2015 and for each of the three years ended December 31, 2016, 2015 and 2014, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm, filed on Form 10-K, are filed as Exhibit 99.2 and incorporated herein by reference.
(b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial statements of F.N.B. Corporation as of and for the year ended December 31, 2016, giving effect to the merger between F.N.B. Corporation and Yadkin Financial Corporation, are filed as Exhibit 99.3 and incorporated herein by reference.
(d) | Exhibits. |
Exhibit |
Description | |
23.1 | Consent of Dixon Hughes Goodman LLP | |
99.2 | Audited consolidated financial statements of Yadkin Financial Corporation as of December 31, 2016 and 2015 and for each of the three years ended December 31, 2016, 2015 and 2014, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated by reference to the Annual Report on Form 10-K filed by Yadkin Financial Corporation on March 1, 2017 (File No. 000-52099)) | |
99.3 | Unaudited pro forma condensed combined financial statements of F.N.B. Corporation as of and for the year ended December 31, 2016, giving effect to the merger between F.N.B. Corporation and Yadkin Financial Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F.N.B. CORPORATION | ||
By: | /s/ James G. Orie | |
James G. Orie | ||
Chief Legal Officer |
Date: May 26, 2017
EXHIBIT INDEX
Exhibit |
Description | |
23.1 | Consent of Dixon Hughes Goodman LLP | |
99.2 | Audited consolidated financial statements of Yadkin Financial Corporation as of December 31, 2016 and 2015 and for each of the three years ended December 31, 2016, 2015 and 2014, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated by reference to the Annual Report on Form 10-K filed by Yadkin Financial Corporation on March 1, 2017 (File No. 000-52099)) | |
99.3 | Unaudited pro forma condensed combined financial statements of F.N.B. Corporation as of and for the year ended December 31, 2016, giving effect to the merger between F.N.B. Corporation and Yadkin Financial Corporation |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our reports dated March 1, 2017, with respect to the consolidated balance sheets of Yadkin Financial Corporation as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders equity and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, incorporated herein by reference.
/s/ Dixon Hughes Goodman LLP |
Raleigh, North Carolina |
May 26, 2017 |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information combines the historical consolidated financial position and results of operations of F.N.B. Corporation (F.N.B.) and its subsidiaries and of Yadkin Financial Corporation (Yadkin) and its subsidiaries as an acquisition by F.N.B. of Yadkin using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Yadkin will be recorded by F.N.B. at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the merger, as if the transaction had occurred on December 31, 2016. The unaudited pro forma condensed consolidated income statement for the year ended December 31, 2016 gives effect to the merger as if the transaction had become effective at January 1, 2016.
The merger was announced on July 21, 2016 and completed on March 11, 2017. Pursuant to the merger agreement, each outstanding share of Yadkin common stock, other than shares of Yadkin common stock that F.N.B., its subsidiaries and Yadkins subsidiaries hold and shares that Yadkin holds as treasury shares, became, by operation of law, the right to receive 2.16 shares of F.N.B. common stock. In addition, the unaudited pro forma condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of F.N.B. and Yadkin that are contained in each of their Annual Reports on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017 and March 1, 2017, respectively.
The unaudited pro forma condensed consolidated financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of F.N.B. and its subsidiaries and of Yadkin and its subsidiaries which are referred to above.
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F.N.B. CORPORATION
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
as of December 31, 2016
(Dollars in thousands, except per share data)
F.N.B. Corporation |
Yadkin Financial Corporation |
Pro Forma Adjustments |
Pro Forma Combined |
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Assets: |
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Cash and cash equivalents |
$ | 371,407 | $ | 124,413 | $ | (55,266 | ) | H | $ | 440,554 | ||||||||||
Investment securities |
4,569,329 | 1,029,348 | | 5,598,677 | ||||||||||||||||
Loans held for sale |
11,908 | 76,876 | | 88,784 | ||||||||||||||||
Loans and leases |
14,896,943 | 5,159,410 | (181,484 | ) | A | 19,874,869 | ||||||||||||||
Allowance for loan losses |
(158,059 | ) | (13,990 | ) | 13,990 | B | (158,059 | ) | ||||||||||||
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Net loans |
14,738,884 | 5,145,420 | (167,494 | ) | 19,716,810 | |||||||||||||||
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Premises and equipment, net |
243,956 | 103,954 | | 347,910 | ||||||||||||||||
Goodwill |
1,032,129 | 339,538 | 881,138 | C | 2,252,805 | |||||||||||||||
Core deposit and other intangible assets, net |
67,327 | 39,686 | 28,074 | D | 135,087 | |||||||||||||||
Other assets |
809,877 | 356,395 | 62,055 | E | 1,228,327 | |||||||||||||||
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Total assets |
$ | 21,844,817 | $ | 7,215,630 | $ | 748,507 | $ | 29,808,954 | ||||||||||||
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Liabilities: |
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Deposits |
$ | 16,065,647 | $ | 5,219,470 | $ | 9,782 | F | $ | 21,294,899 | |||||||||||
Borrowings |
3,042,504 | 924,024 | 361 | G | 3,966,889 | |||||||||||||||
Other liabilities |
165,049 | 57,905 | | 222,954 | ||||||||||||||||
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Total liabilities |
19,273,200 | 6,201,399 | 10,143 | 25,484,742 | ||||||||||||||||
Preferred stockholders equity |
106,882 | | | 106,882 | ||||||||||||||||
Common stockholders equity |
2,464,735 | 1,014,231 | 738,364 | H,I | 4,217,330 | |||||||||||||||
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Total stockholders equity |
2,571,617 | 1,014,231 | 738,364 | 4,324,212 | ||||||||||||||||
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Total liabilities and stockholders equity |
$ | 21,844,817 | $ | 7,215,630 | $ | 748,507 | $ | 29,808,954 | ||||||||||||
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Book value per common share |
$ | 11.68 | $ | 19.61 | $ | 13.07 | ||||||||||||||
Shares outstanding |
211,059,547 | 51,725,827 | 59,894,148 | 322,679,522 |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
F.N.B. CORPORATION
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA INCOME STATEMENT
For the Year Ended December 31, 2016
(Dollars in thousands, except per share data)
F.N.B. Corporation |
Yadkin Financial Corporation |
Pro Forma Adjustments |
Pro Forma Combined |
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Total interest income |
$ | 678,963 | $ | 268,833 | $ | (7,200 | ) | A | $ | 940,596 | ||||||||||
Total interest expense |
67,451 | 31,726 | 997 | F,G | 100,174 | |||||||||||||||
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Net interest income |
611,512 | 237,107 | (8,197 | ) | 840,422 | |||||||||||||||
Provision for loan losses |
55,752 | 10,642 | | 66,394 | ||||||||||||||||
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Net interest income after provision for loan losses |
555,760 | 226,465 | (8,197 | ) | 774,028 | |||||||||||||||
Non-interest income |
201,761 | 56,548 | | 258,309 | ||||||||||||||||
Non-interest expense |
511,133 | 195,775 | 1,561 | D | 708,469 | |||||||||||||||
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Income before income taxes |
246,388 | 87,238 | (9,758 | ) | 323,868 | |||||||||||||||
Income taxes |
75,497 | 32,070 | (3,415 | ) | J | 104,152 | ||||||||||||||
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Net income |
170,891 | 55,168 | (6,343 | ) | 219,716 | |||||||||||||||
Preferred stock dividends |
8,041 | | | 8,041 | ||||||||||||||||
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Net income available to common stockholders |
$ | 162,850 | $ | 55,168 | $ | (6,343 | ) | $ | 211,675 | |||||||||||
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Earnings per common share: |
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Basic |
$ | 0.79 | $ | 1.15 | $ | 0.67 | ||||||||||||||
Diluted |
$ | 0.78 | $ | 1.14 | $ | 0.66 |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Note 1 Pro Forma Adjustments
Following is a summary of the adjustments made to develop the pro forma financial statements presented above:
(A) | Adjustment to loans and leases, net of unearned income to reflect estimated fair value adjustments, which included lifetime credit loss expectations, current interest rates and liquidity, to acquired loans. |
(B) | Adjustment to reverse the historical Yadkin allowance for loan losses of $14.0 million. |
(C) | Adjustment to record $1.2 billion of goodwill created as a result of the merger. |
(D) | Adjustment to record core deposit intangible assets (CDI), net of the reversal of CDI recorded by Yadkin in prior acquisitions. For purposes of the pro forma adjustment shown here, the estimated fair value of the CDI is $55.6 million, which will be amortized on an accelerated basis over 10 years, and the reversal of the Yadkin CDI is $27.5 million. The impact of the adjustment was to increase non-interest expense by approximately $1.6 million for the year ended December 31, 2016, net of the reversal of non-interest expense for the amortization associated with CDI recorded by Yadkin in prior acquisitions. |
(E) | Adjustment to record the deferred tax asset created as a result of the fair value adjustments using FNBs statutory tax rate of 35%. |
(F) | Adjustment of $9.8 million to record assumed time deposits at fair value based on current interest rates for similar instruments. The adjustment will be recognized on an accelerated basis over 5 years. The impact of the adjustment was to increase interest expense by approximately $1.4 million for the year ended December 31, 2016, net of the reversal to decrease interest expense for the amortization of purchase accounting adjustments recorded by Yadkin in prior acquisitions. |
(G) | Adjustment of $0.3 million to record assumed borrowings at fair value based on current interest rates for similar instruments. This adjustment includes $9.1 million related to subordinated debt with a weighted average remaining life of 4.9 years and $(8.8) million related to junior subordinated debt with a weighted average remaining life of 19.4 years. The net impact of the adjustment was to increase interest expense by $1.2 million for the year ended December 31, 2016. |
(H) | Adjustment of $55.3 million pre-tax to record the incremental direct costs associated with the merger. These costs include accountant and attorney fees, investment banker services, payout of vendor contract obligations, system conversion costs, insurance (tail coverage), payout of employee contracts, severance payments to displaced Yadkin personnel, other personnel-related costs and other miscellaneous costs. |
(I) | Adjustment to eliminate Yadkins historical shareholders equity, which reflects the issuance of 111,619,975 shares of FNB common stock and includes the conversion of Yadkins stock options into FNB stock options. The value of the FNB common stock to be issued is based on the stock price of $15.97 as of March 10, 2017. |
(J) | Adjustment to record the income tax impact of the pro forma adjustments using FNBs statutory tax rate of 35%. |
The accounting policies of both FNB and Yadkin are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined.
Note 2 Merger Costs
Merger- and integration-related costs are not included in the pro forma condensed combined statement of income since they will be recorded in the combined results of income as they are incurred prior to, or after completion of, the merger and are not indicative of what the historical results of the combined company would have been had the companies actually combined during the periods presented. Merger- and integration-related costs are estimated to be $100 million pre-tax.
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