8-K/A

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

(Registrant’s 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 No.	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 No.	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

EX-23.1

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

EX-99.3

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 Yadkin’s 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
Assets:
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	)
Net loans		14,738,884			5,145,420			(167,494	)			19,716,810
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
Total assets	$	21,844,817		$	7,215,630		$	748,507			$	29,808,954
Liabilities:
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
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
Total stockholders’ equity		2,571,617			1,014,231			738,364				4,324,212
Total liabilities and stockholders’ equity	$	21,844,817		$	7,215,630		$	748,507			$	29,808,954
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
Total interest income	$	678,963	$	268,833	$	(7,200	)	A	$	940,596
Total interest expense		67,451		31,726		997		F,G		100,174
Net interest income		611,512		237,107		(8,197	)			840,422
Provision for loan losses		55,752		10,642		—				66,394
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
Income before income taxes		246,388		87,238		(9,758	)			323,868
Income taxes		75,497		32,070		(3,415	)	J		104,152
Net income		170,891		55,168		(6,343	)			219,716
Preferred stock dividends		8,041		—		—				8,041
Net income available to common stockholders	$	162,850	$	55,168	$	(6,343	)		$	211,675
Earnings per common share:
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 FNB’s 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 Yadkin’s historical shareholders’ equity, which reflects the issuance of 111,619,975 shares of FNB common stock and includes the conversion of Yadkin’s 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 FNB’s 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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