YADKIN FINANCIAL CORPORATION (NYSE:YDKN) Files An 8-K Other Events
Item 8.01 Other Events.
On October 17, 2016, Yadkin Financial Corporation (Yadkin) filed
with the Securities and Exchange Commission (the SEC) a
definitive proxy statement (the Definitive Proxy Statement),
which was mailed on or about October 21, 2016, to Yadkin
shareholders of record with respect to the Yadkin special meeting
to be held on December 9, 2016. Yadkin shareholders of record
will, among other things, vote to approve the Agreement and Plan
of Merger, dated as of July 20, 2016, by and between F.N.B.
Corporation (F.N.B.) and Yadkin (the Merger Agreement), and the
transactions contemplated by the Merger Agreement, including the
merger of Yadkin with and into F.N.B (the Merger).
As disclosed in the Definitive Proxy Statement, on September 1,
2016, a purported shareholder of Yadkin initiated a lawsuit in
the Superior Court of the State of North Carolina, Wake County
(the Court), against members of the Yadkin board, F.N.B. and
Yadkin (the Defendants). The lawsuit, which is captioned Moss
v. Towell, et al., Case No. 16-CVS-11038 (the Action),
purports to allege class claims on behalf of all Yadkin
shareholders and seeks an injunction against the Merger.
On November 29, 2016, the Defendants entered into a memorandum of
understanding with respect to a proposed settlement of the
Action, to which the parties have agreed, among other things,
that Yadkin will make certain supplemental disclosures related to
the Merger, all of which are set forth in the supplemental
disclosures below. The supplemental disclosures to the Definitive
Proxy Statement should be read in conjunction with the Definitive
Proxy Statement, which should be read in its entirety. The
information contained in this Current Report is incorporated by
reference into the Definitive Proxy Statement.
The proposed settlement will not affect the timing of the
respective special meetings of Yadkin and F.N.B., which are each
scheduled to be held on December 9, 2016, the disposition of the
shareholders vote or the amount of consideration to be paid to
Yadkin shareholders in connection with the proposed merger.
Yadkin believes that the Action is without merit and that no
further disclosure is required to supplement the Definitive Proxy
Statement under any applicable rule, statute, regulation or law.
However, to, among other things, eliminate the burden,
inconvenience, expense, risk and disruption of further
litigation, Yadkin has determined that it will make the below
supplemental disclosures.
The proposed settlement remains subject to, among other things,
further documentation in the form of a definitive settlement
agreement (the Stipulation), and Court approval following notice
to Yadkin shareholders of record as directed by the Court. If the
proposed settlement is approved by the Court, the parties to the
Action anticipate that the settlement will resolve and release
all claims to terms that will be disclosed to Yadkin shareholders
prior to final approval of the settlement. In addition, in
connection with the settlement, the parties contemplate that
plaintiff’s counsel in the Action will file a petition in the
Court for approval of attorneys fees and expenses to be paid by
Yadkin or its successor. Yadkin or its successor will pay or
cause to be paid any attorneys fees and expenses approved by the
Court. There can be no assurance that the parties will ultimately
enter into the Stipulation or that the Court will approve the
proposed settlement if the parties enter into the Stipulation. In
such event, the memorandum of understanding and/or the proposed
settlement may be terminated.
Supplemental Disclosures
Yadkin is making the following supplemental disclosures to
the Definitive Proxy Statement in connection with the proposed
settlement of the Action. The parties have entered into a
memorandum of understanding to settle the Action. to the proposed
settlement, Yadkin has agreed to provide the additional
information set forth below. Capitalized terms used herein but
not otherwise defined herein have the meanings ascribed to those
terms in the Definitive Proxy Statement.
The Merger Background of the Merger
The Definitive Proxy Statement is hereby amended and
supplemented by adding the following text on page 57 of the
Definitive Proxy Statement following the fourth full
paragraph:
On March 30, 2016, Yadkin executed a confidentiality and
non-disclosure agreement with a potential interested party, which
we will refer to as Party B. Party Bs confidentiality and
non-disclosure agreement contained a customary non-solicit;
no-hire provision in favor of Yadkin. Party Bs confidentiality
and non-disclosure agreement did not contain a standstill
provision and did not impose any restrictions on Party B from
making a proposal or offer to acquire Yadkin.
The Definitive Proxy Statement is hereby amended and
supplemented by replacing the first sentence of fifth paragraph
on page 57 of the Definitive Proxy Statement, which after the
above insertion is the sixth paragraph on page 57, with the
following text:
On April 7, 2016, based on the preliminary assessment by F.N.B.
senior management that the North Carolina markets would be highly
attractive markets for F.N.B. to enter in the event an
appropriate acquisition opportunity arose, F.N.B. entered into a
confidentiality and non-disclosure agreement with Yadkin that
contained a customary non-solicit; no-hire provision in favor of
Yadkin. The confidentiality and non-disclosure agreement with
F.N.B. also contained a customary standstill provision.
The Definitive Proxy Statement is hereby amended and
supplemented by adding the following text on page 58 of the
Definitive Proxy Statement following the first full
paragraph:
Two of the six potential interested parties, which we will refer
to as Party A and Party C, executed confidentiality and
non-disclosure agreements on April 25, 2016, and April 29, 2016,
respectively. The Party A and Party C confidentiality and
non-disclosure agreements contained customary non-solicitation;
no hire-provisions in favor of Yadkin. As with the
confidentiality and non-disclosure agreement with F.N.B., the
agreements with Party A and Party C also contained customary
standstill provisions that obligated the potential bidder to
refrain for a specified period of time from pursuing various
actions that relate to acquisition of control of Yadkin without
the prior written consent of the Yadkin board of directors, such
as making proposals to acquire Yadkin, buying shares of Yadkin
common stock, and commencing a proxy contest for control of the
Yadkin board of directors (each such provision, a Standstill
Provision). The Standstill Provision also prohibits the potential
bidder from asking for a waiver of the Standstill Provision
without the prior written consent of the Yadkin board of
directors. Thus, unless Yadkins board of directors affirmatively
waives the Standstill Provisions of the nondisclosure agreements,
Party A and Party C cannot approach Yadkin to request a waiver of
the Standstill Provision to present an offer to acquire Yadkin in
a consensual merger or other form that might constitute a
superior proposal under the terms of the Merger Agreement with
F.N.B. Yadkin did not waive any of the Standstill Provisions
prior to entering into the Merger Agreement and has not waived
the Standstill Provision subsequently. As a result, each of the
parties to a non-disclosure agreement with a Standstill Provision
presently are precluded from making a proposal to acquire Yadkin
or approaching the Yadkin board of directors to request a waiver
of the Standstill Provision.
The Definitive Proxy Statement is hereby amended and
supplemented by adding the following text on page 59 of the
Definitive Proxy Statement following the first full
paragraph:
In late May, a party that had not previously expressed interest
in Yadkin, which we will refer to herein as Party D, contacted
Sandler ONeill and expressed interest in a strategic combination
with Yadkin. Party D executed a confidentiality and
non-disclosure agreement containing a non-solicit; no-hire
provision in favor of Yadkin and a Standstill Provision as
described above. Shortly after executing the confidentiality and
non-disclosure agreement, Party D informed Sandler ONeill that it
would no longer pursue a strategic transaction with Yadkin citing
an inability to pay a price above Yadkins then-current stock
price. Party D never submitted an indication of interest to
acquire Yadkin.
The Merger Certain Unaudited Prospective Financial
Information
The Definitive Proxy Statement is hereby amended and
supplemented by replacing the section entitled Certain Unaudited
Prospective Financial Information of Yadkin in its entirety with
the following:
The following table presents Yadkins unaudited prospective
financial information for the years ending December 31, 2016
through and including December 31, 2020, as provided or approved
by Yadkin and used by Sandler ONeill in performing financial
analyses in connection with its fairness opinion delivered to the
Yadkin board of directors.
12/31/2016
12/31/2017
12 /31/2018 (1)
12 /31/2019 (1)
12 /31/2020 (1)
Earnings Per Share (2)
$
1.44
$
1.92
$
2.07
$
2.24
$
2.42
Net Income ($000s)
$
69,616
$
99,366
$
107,317
$
115,906
$
125,177
Dividends Per Share
$
0.20
(3)
$
0.40
$
0.40
$
0.40
$
0.40
Tangible Book Value Per Share
$
13.02
$
14.65
$
16.44
$
18.37
$
20.47
(1)
Based on an estimated earnings per share growth rate of 8%
and an annual dividends per share assumption of $0.40 in 2018
through 2020 provided to Sandler ONeill by Yadkin management.
(2)
Represents projected GAAP earnings per share. Based upon
publicly available analyst earnings per share estimates for
Yadkin (excluding estimates prepared by one analyst because
such estimates were not in line with Yadkin managements
views).
(3)
Represents dividend per share for the second half of 2016.
The following table presents Yadkins unaudited prospective
financial information for the years ending December 31, 2016 and
December 31, 2017, as well as an estimated earnings per share
growth rate for the years thereafter through 2020 as provided to
RBCCM by Yadkin during F.N.B.s due diligence and used by RBCCM in
performing financial analyses in connection with its fairness
opinion delivered to the F.N.B. board of directors.
12/31/2016
12/31/2017
Net Income ($000s)
$
68,742
$
99,106
Earnings Per Share (4)
$
1.33
$
1.92
Tangible Book Value per Share
$
12.96
$
14.60
An earnings per share growth rate of 8% in 2018 through 2020 was
provided by Yadkin management.
(4)
Represents projected GAAP earnings per share.
Cautionary Statement Regarding Forward-Looking
Information
This Current Report on Form 8-K contains certain forward looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which contain, but are not limited
to, Yadkins expectations or predictions of future financial or
business performance or conditions. Forward-looking statements
are typically identified by words such as believe, plan, expect,
anticipate, intend, outlook, estimate, forecast, will, should,
project, goal, and other similar words and expressions. These
forward-looking statements express managements current
expectations or forecasts of future events and, by their nature,
are subject to certain risks and uncertainties. In addition to
factors previously disclosed in Yadkins reports filed with the
SEC and those identified elsewhere in this report, the following
factors among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: failure to obtain all regulatory approvals and meet
other closing conditions to the Merger, including approval by the
shareholders of F.N.B. and Yadkin, respectively, on the expected
terms and time schedule; delay in closing the Merger;
difficulties and delays in integrating the F.N.B. and Yadkin
businesses or fully realizing cost savings and other benefits;
business disruption following the Merger; changes in asset
quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of F.N.B. products and services;
potential difficulties encountered in expanding into a new
market; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic
conditions; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the
Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System and legislative and regulatory
actions and reforms. Yadkin does not undertake any obligation to
revise these forward-looking statements or to reflect events or
circumstances after the date of this report.
Additional Information About the Merger and Where to Find
It
This Current Report on Form 8-K is being filed in respect of the
proposed Merger involving Yadkin and F.N.B. This material is not
a solicitation of any vote or approval of Yadkins or F.N.B.s
stockholders and is not a substitute for the Proxy
Statement/Prospectus or any other documents which Yadkin and
F.N.B. may send to their respective stockholders in connection
with the proposed Merger. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities. Before making any voting or investment decision, the
respective investors and stockholders of Yadkin and F.N.B. are
urged to carefully read this document in conjunction with the
entire Proxy Statement/Prospectus that Yadkin and F.N.B. have
mailed to their respective stockholders. Copies of the Proxy
Statement/Prospectus may be obtained free of charge at the SECs
web site at http://www.sec.gov, or by directing your request, in
writing or by telephone, to:
F.N.B. Corporation 12 Federal
Street Pittsburgh, Pennsylvania
15212 Attention: James G. Orie, CLO
Telephone: (724) 983-3435
Yadkin Financial Corporation 3600
Glenwood Avenue, Suite 300 Raleigh, North
Carolina 27612 Attention: Terry Earley,
CFO Telephone: (919) 659-9015
In order to receive timely delivery of the documents in
advance of the special meeting, you should make your request to
F.N.B. or Yadkin, as the case may be, no later than December 2,
2016.
About YADKIN FINANCIAL CORPORATION (NYSE:YDKN)
Yadkin Financial Corporation is a bank holding company. The Company conducts its business operations through its subsidiary, Yadkin Bank, which is a chartered community bank that provides services in approximately 110 branches across North Carolina and South Carolina. Yadkin Bank provides banking, mortgage, investment and insurance services to businesses and consumers across the Carolinas. It operates through a segment, which is providing general commercial banking and financial services to individuals and businesses located in North Carolina and South Carolina, and to customers in various states through its Small Business Administration (SBA) lending program. It offers various loans, such as commercial and industrial (C&I) loans and government-guaranteed loans. The Company’s investment securities portfolio includes the United States Government-sponsored enterprise (GSE) obligations and securities guaranteed by the United States SBA. The Company’s primary source of funds is deposits. YADKIN FINANCIAL CORPORATION (NYSE:YDKN) Recent Trading Information
YADKIN FINANCIAL CORPORATION (NYSE:YDKN) closed its last trading session up +0.50 at 32.30 with shares trading hands.
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