ENFC Entegra Financial Corporation

At 11:59 p.m. on December 31, 2019, First Citizens completed its previously announced acquisition of Entegra. On December 31, 2019, Merger Subsidiary merged with and into Entegra, with Entegra surviving the First Step Merger. Upon the First Step Merger, the separate existence of Merger Subsidiary ceased. At 12:01 a.m. on January 1, 2020, Entegra merged with and into FCB, with FCB surviving the Second Step Merger. Upon the Second Step Merger, the separate existence of Entegra ceased. At 12:02 a.m. on January 1, 2020, Entegra Bank merged with and into FCB, with FCB surviving the Bank Merger. Upon the Bank Merger, the separate existence of Entegra Bank ceased.

Under the terms of the Merger Agreement, at the effective time of the First Step Merger (the “Effective Time”), each share of common stock, no par value, of Entegra (“Entegra Common Stock”) outstanding as of immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive $30.18 in cash (the “Cash Consideration”). The Merger Agreement anticipated that each outstanding Entegra restricted stock unit (the “Entegra RSU Awards”) would fully vest and be canceled and converted automatically into the right to receive the Cash Consideration. The Merger Agreement further anticipated that at the Effective Time, (i) each outstanding option to purchase Entegra Common Stock (the “Entegra Options”) issued by Entegra with an exercise price (an “Exercise Price”) below the Cash Consideration would be automatically exercised, and each such exercised Entegra Option would represent the right to receive, per share, the amount by which the Cash Consideration exceeded the applicable Exercise Price (the “Option Payment”), and (ii) all other outstanding Entegra Options issued by Entegra would be cancelled. Despite such provisions relating to the payments to be made on account of the Entegra RSU Awards and Entegra Options, the parties agreed that all equity awards that would otherwise give rise to payments as a result of the Merger Agreement instead be cancelled before the Mergers were completed, and that Entegra pay out prior to consummation the equivalent of what such awards would have received in the Mergers. On December 19, 2019, the Board of Directors of Entegra authorized (1) the accelerated vesting of the Entegra Options and Entegra RSU Awards outstanding as of December 19, 2019, and (2) the payment of an amount equal to the Option Payments on account of the Entegra Options with Exercise Prices below the Cash Consideration and the payment of an amount equal to the Cash Consideration on account of the Entegra RSU Awards. The Board of Directors of Entegra further authorized Entegra to enter into option and restricted stock cancellation agreements with any and all holders of such Entegra Options and Entegra RSU Awards pursuant to which such holders received the amounts that would otherwise have been paid under the Merger Agreement.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Entegra’s Current Report on Form 8-K filed on April 24, 2019 and is incorporated herein by reference.