F.N.B. Corporation to acquire Yadkin Financial Corporation

Staff Report

PITTSBURGH, Pa., and RALEIGH — F.N.B. Corporation (“FNB”) (NYSE: FNB) and Yadkin Financial Corporation (“Yadkin”) (NYSE: YDKN) Thursday jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Yadkin Financial Corporation, the holding company and parent of Yadkin Bank, in an all-stock transaction valued at about $27.35 per share, or $1.4 billion in the aggregate, using the 20-day trailing average closing stock price of FNB as of July 20. Following the merger of the parent holding companies, Yadkin Bank will merge with and into FNB’s subsidiary, First National Bank of Pennsylvania.

The acquisition of the North Carolina-based bank will provide FNB with about $7.5 billion in total assets, $5.3 billion in total deposits, $5.4 billion in total loans and 100 banking offices located in North Carolina and South Carolina. The transaction creates a unique regional banking franchise that extends from the Mid-Atlantic to the Southeast and provides FNB with a presence in several high-growth markets, including Raleigh, Charlotte and the Piedmont Triad which is comprised of Winston-Salem, Greensboro, and High Point.

With the acquisition of Yadkin on a pro-forma basis, FNB will have nearly $30 billion in total assets and more than 400 full-service banking offices. The combined company will also have about $21 billion in deposits and $20 billion in total loans. Under the terms of the merger agreement, which has been approved by the board of directors of each company, shareholders of Yadkin will be entitled to receive 2.16 shares of FNB common stock for each common share of Yadkin. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Yadkin. Yadkin shareholders will own approximately 35 percent of FNB post-transaction. The merger is subject to certain closing conditions, including approval by the FNB and Yadkin shareholders and approval by the federal bank regulators.

“We are pleased to welcome Yadkin employees and are excited to bring FNB’s relationship-focused banking model and leading-edge technology to our new customers and prospective clients. Both FNB and Yadkin are high performing banks with a track record of successful growth. The combination with Yadkin transforms FNB’s growth profile and creates a premier regional bank with an expanded footprint across the Mid-Atlantic and Southeast,” said Vincent J. Delie Jr., president and chief executive officer of F.N.B. Corporation. “With this additional scale, FNB will be better positioned to compete effectively in an environment which requires constant attention to improving operational efficiencies. Our prospects for improved efficiency and revenue growth will serve FNB well as we continue to drive shareholder value creation.”

Scott Custer, president and chief executive officer of Yadkin Financial Corporation, said, “Yadkin Financial Corporation is delighted to partner with F.N.B. Corporation, one of the most impressive banking organizations in the United States. FNB’s executive management team has done a tremendous job of delivering value to customers and shareholders while consistently being recognized as one of the best places to work for employees. 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.”

FNB and Yadkin expect to complete the transaction and integration in the first quarter of 2017 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the FNB and Yadkin shareholders.

RBC Capital Markets, LLC served as exclusive financial advisor and Reed Smith LLP served as legal counsel to FNB. Sandler O’Neill & Partners LP acted as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Yadkin.

An investor presentation will be available through the “About Us” section of FNB’s website at www.fnbcorporation.com by clicking on the “Investor Relations & Shareholder Services” tab or on the SEC’s website at www.sec.gov.

F.N.B. Corporation and Yadkin Financial Corporation will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

The proxy statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Yadkin Financial Corporation have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One North Shore Center, Pittsburgh, PA 15212, telephone: (724) 983-3317; and may obtain free copies of the documents Yadkin Financial Corporation has filed with the SEC by contacting Terry Earley, CFO, Yadkin Financial Corporation, 3600 Glenwood Avenue, Raleigh, NC 27612, telephone: (919) 659-9015.

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, is a diversified financial services company operating in six states and three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, Baltimore, Maryland, and Cleveland, Ohio. The company has total assets of $21.2 billion and more than 300 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864.

The company also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s MidCap 400 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

Yadkin Financial Corporation is the holding company for Yadkin Bank, a full-service statechartered community bank providing services in 100 branches across North Carolina and upstate South Carolina. Serving about 130,000 customers, Yadkin has assets of $7.5 billion. Yadkin Bank’s primary business is providing banking, mortgage, investment and insurance services to residents and businesses across the Carolinas. Yadkin Bank provides mortgagelending services through its mortgage division, Yadkin Mortgage, headquartered inWinston-Salem. Yadkin Bank’s SBA Lending (Government Guaranteed Lending) is headquartered in Charlotte. Yadkin Financial Corporation’s website is www.yadkinbank.com. Yadkin Financial Corporation’s common stock is traded on the NYSE under the symbol YDKN.

Staff Report

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