F.N.B. Corp. To Buy Yadkin Financial In $1.4 Bln Deal

(RTTNews) - F.N.B. Corp. (FNB) and Yadkin Financial Corp. (YDKN) announced the signing of a definitive merger agreement by 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 approximately $27.35 per share, or $1.4 billion.

Following the merger of the parent holding companies, Yadkin Bank will merge with and into FNB's subsidiary, First National Bank of Pennsylvania.

The combined Company will also have approximately $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.

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.

Separately, F.N.B. Corp. reported earnings for the second quarter of 2016 with net income available to common stockholders for the second quarter of 2016 of $39.3 million, or $0.19 per diluted common share, including $0.03 per share in merger-related costs. second quarter of 2015 net income available to common stockholders totaled $38.1 million, or $0.22 per share.

Additionally, Yadkin Financial Corporation's second-quarter net income available to common shareholders totaled $17.4 million, or $0.34 per share compared to $0.33 per diluted share in the prior year. Net operating earnings available to common shareholders, which excludes certain non-operating income and expenses, improved to $21.2 million, or $0.41 per share from $0.38 per share, in the previous year.