First Citizens BancShares Inc (Delaware)

NASDAQ:FCNCA

Earnings Call Transcript 2023-Q1

[Operator]

Ladies and gentlemen, thank you for standing by and welcome to the First Citizens BancShares conference call to discuss the recent acquisition of Silicon Valley Bridge Bank by its subsidiary, First Citizens Bank. [Operator Instructions] As a reminder, today's conference is being recorded.

I would now like to introduce you to your host of this conference, Ms. Deanna Hart, Senior Vice President of Investor Relations. You may begin.

[Deanna Hart, SVP, IR]

Thank you and good morning, everyone. Earlier today, First Citizens and the FDIC issued news releases announcing the acquisition of substantially all loans and certain other assets, an assumption of customer deposits and certain other liabilities of Silicon Valley Bridge Bank. Both our press release and investor presentation have been posted on the company's Investor Relations website. During the call, we will be referencing our investor presentation and following the completion of our presentation, we'll happily take questions.

Before we begin our discussion, I would like to remind you that our comments may include forward-looking statements, which are subject to risks and uncertainties that may cause our results to differ materially from expectations. We assume no obligation to update such statements. Please review the forward-looking statements disclosure on Page 2 of the presentation.

Additionally, I would like to remind you that First Citizens is not responsible for and does not edit nor guarantee the accuracy of our teleconference transcripts provided by third parties.

It is my pleasure to introduce our Chairman and Chief Executive Officer, Frank Holding; as well as our Chief Financial Officer, Craig Nix, who will provide an overview of the acquisition and its strategic benefits. We are also pleased to have several other members of our leadership team in attendance with us today, who will be available to participate in the question-and-answer portion of the call as needed.

With that, I'll turn it over to you, Frank.

[Frank Holding, Chairman and CEO]

Thank you, Deanna. And thank you to everyone for joining us on such short notice to discuss a momentous transaction for First Citizens and one that we expect will provide welcome assurance to the depositors and customers of Silicon Valley Bridge Bank.

Yesterday, we announced that we would acquire certain assets and assume certain liabilities of Silicon Valley Bridge Bank from the FDIC. Craig will get into the specifics shortly, but at a high level, we acquired $110 billion in assets, $72 billion in loans and $56 billion in deposits. We did not acquire Silicon Valley Bank Capital or Silicon Valley Bank Securities or their U.K. division, which was previously divested. In addition, we did not acquire SVB, Silicon Valley Bank Company Limited, the China joint venture, the German and Canadian and Cayman Island branches or the Hong Kong representative office.

Before we walk through the details of our presentation, let me say that this acquisition is compelling financially, strategically and operationally. It is also a great illustration of regulators and banks working together to protect depositors.

For those of you, less familiar with us, the selection of First Citizens through a competitive bid process reflects not just the attractiveness of our bid but also the strength, stability and expertise we are bringing to the legacy SVB business. We are proud to be recognized in the banking sector for conservatism and strength, evidenced by our exemplary liquidity and capital reserves. This is a major reason why First Citizens has completed more FDIC transactions than almost any bank since 2009.

We also have a proven track record of successfully integrating acquisitions, most recently with the integration of CIT Group in early 2022. That experience gives us great confidence in our ability to structure transactions to maintain our position of strength based on ample liquidity and credit loss protections, and it's no different with this transaction.

We have worked extensively with the FDIC. And of the transaction closing, we now have a contingent liquidity facility in place with the FDIC to provide additional funding if needed, which combined with our cash on hand, amounts to coverage of over 225% of the deposits we are acquiring.

Moreover, we have a history of exercising price discipline in such transactions and anticipate room to provide conservative marks for credit and liquidity risk on the loans. We additionally have entered a loss-share agreement with the FDIC to provide further downside protection against potential credit losses. We see great promise in extending to the venture and tech spaces in Silicon Valley, building on the expertise and experience we've developed through years of supporting North Carolina's own innovative hub, the Research Triangle Park.

Together, with the legacy SVB team, we are well positioned to understand the unique financial needs of these sectors and provide creative, highly tailored offerings combined with high-touch relationship banking. We look forward to bringing our proven approach to new markets and learning from the legacy SVB market experts who will be joining us. By leveraging the combined talent and experience of our 2 banks, we are confident we can deliver new levels of service and expertise to depositors and borrowers alike.

Finally, before we discuss the details of the transaction, I also want to note how excited we are to welcome our newest associates to the First Citizens' team. We've known about SVB for a long time and have a lot of admiration and respect for the passion and commitment they have for their customers and their relationship-based approach to banking that mirrors our own values and strategy. We are thrilled to welcome these new associates on board and continue our relationship-focused approach to banking. I greatly look forward to what we can all accomplish together as one united team.

Moving to Page 2. This transaction creates valuable scale, enhancing the products we offer while continuing to keep our customers at the center of everything we do. Together, we have total assets of $219 billion with total loans and leases of $143 billion and total deposits of $145 billion. We will also strengthen our nationwide franchise operating across 23 states, positioning us to be more competitive nationally. SVB's presence in California accelerates our growth in this important market, particularly in Northern California. We are also pleased to add a strong wealth franchise serving the Northeast, one of the country's most desirable markets.

As part of this transaction, we have the right to acquire the legacy SVB's 20 branch locations and private banking offices, which would expand our footprint to 570 branch locations and private banking offices.

Starting on Page 3. I want to highlight the compelling strategic rationale for this acquisition as we believe it will be a powerful tailwind for our franchise, delivering sustainable long-term value for all our stakeholders. First, this acquisition will accelerate our growth by building on our current capabilities and unlocking new business opportunities. We are excited to add SVB's Global Fund Banking business, which serves both venture capital and private equity communities. Global Fund Banking's capital call, lending, has been the largest driver of loan growth at legacy SVB in recent years.

In addition to lending products, Global Fund Banking also provides deposit products, treasury management products, foreign exchange solutions to facilitate cross-border capital flows, which expands the offerings we can deliver for First Citizens' new and existing customers. We believe SVB's private wealth business is a natural fit for our high-touch customer service model and approach and will accelerate the growth of our wealth franchise, building on our recent expansion in California and adding a strong presence in the Northeast.

Second, this transaction builds on our capabilities and innovation and technology sectors. Despite the current uncertainty, we believe there are long-term secular tailwinds supporting the technology and health care businesses that will continue to drive growth in our -- in the future. We are committed to continuing help -- to continuing to help innovators, enterprises and investors, bold -- move bold ideas forward. This acquisition positions First Citizens to support that growth both in Silicon Valley's markets and right here in our own backyard in the Research Triangle Park by combining First Citizens' traditional relationship banking, creativity and stability with the strengths, relationships and expertise of legacy SVB.

And while I know First Citizens is not well known for expertise in the digital and innovation economy, our home market, Raleigh, is ranked second behind Silicon Valley in terms of commercial real estate growth in the innovation market over the past 2 years, ahead of Austin, Nashville and Vancouver. There are similarities between Silicon Valley Bank's client base and products and First Citizens' support of biotechnology and technology companies both in the Greater Triangle area and nationwide. The addition of SVB's talented team and deep expertise and relationships will position us as a better partner for all customers in this important segment of the market.

Third, this transaction further diversifies our client base while continuing to prioritize relationship banking. Given their location, expertise and heritage, SVB has a deep history of serving some of the most innovative new companies in the world. Since its founding, legacy SVB has focused on cultivating strong relationships with the venture capital community, which over time has expanded the relationships across the private equity community as well. This network has helped to facilitate deal flow opportunities between these firms and the companies in the markets they serve. We are committed to building on and investing in legacy SVB's Global Fund Banking business to preserve these strong relationships.

This includes maintaining the strong connectivity between legacy SVB's Global Fund Banking, venture capital relationship management and private banking teams in order to meet the operating, investing and personal needs of venture capital and private equity clients.

Importantly, as our client base expands and our capabilities evolve, our shared approach to relationship banking and offering highly tailored solutions to serve the unique needs of our clients will remain constant.

And finally, we will maintain our strong risk management culture that has guided us for 125 years. First Citizens is a well-capitalized bank and post acquisition, our capital ratios remain within or above our target ranges. In addition, the transaction is structured to maintain our position of strength with ample liquidity and credit loss protections. Our liquidity not only remains strong and stable driven by conservatively managed investment portfolio, but it is enhanced by this transaction with the creation of added on-balance-sheet funding and access to significant additional contingency funding.

The transaction agreement also included an asset discount of $16.45 billion, and we have entered into loss-share agreements with the FDIC to further limit credit risk.

Now let's turn to Page 4. This transaction unlocks meaningful value for our customers, shareholders, employees and communities. Starting with customers. Over the past 125 years, a key foundation of our strategy has been a focus on long-term, high-quality relationships. And as recent developments in the banking sector demonstrate, these relationships have never been more valuable to us than they are today. Legacy SVB share this commitment and together, we are strengthening our customer value proposition by expanding as a full-service financial services destination that supports customers' needs with highly tailored offerings.

Not only are we delivering better capabilities and solutions to our customers, we are reaching more customers and more types of customers. Legacy SVB's relationships, specifically with venture-backed technology and life science companies, complement our existing customer base. And combined, we are well positioned to grow and better serve all customers.

For stockholders, we expect this transaction to be accretive to tangible book value and earnings per share and as discussed earlier, includes favorable downside credit and liquidity protections. As I mentioned on the prior slide, it also unlocks significant opportunities to accelerate growth in key franchises like wealth, which is while enabling us to leverage our unique offerings to expand how we serve new and existing customers. In addition to these revenue synergies, we also expect to realize cost savings as we leverage common resources, vendor partners and technologies.

Moving to our employees. By joining forces, we bring together not only our complementary capabilities but also a culture that prioritizes deep client relationships and an innovative approach to meeting their needs. Our associates will be a part of an organization with greater scale, geographic diversity and digital products and services, which in turn will lead to additional career opportunities and mobility.

In terms of how we leverage our team's unique expertise, we look forward to combining our proven approach, which is grounded in long-term stability and growth with legacy SVB associates' deep knowledge of the innovation economy. Over the coming weeks and months, we will be focused on embracing our combined company's business leaders and talent with the goal of incorporating our team's unique business knowledge into our culture and our risk management framework.

And finally, for our communities. Our organizations share long-standing, thoughtful and demonstrated commitment to investing in and supporting our communities. We look forward to continuing to make progress on initiatives in the communities in which we operate.

And now I'll turn it over to Craig, who will provide additional details on the transaction. Craig?

[Craig Nix, CFO]

Thank you, Frank. Turning to Page 6. You will see the assets and liabilities we acquired and assumed from the Silicon Valley Bridge Bank. To begin with, we are bringing over substantially all of Silicon Valley Bridge Bank's balance sheet excluding approximately $90 billion in held-to-maturity securities. We acquired total assets of $110 billion, including cash of $35.3 billion and loans of $72.1 billion. Assets were purchased at a $16.45 billion discount, and we paid no deposit premium.

On the liability side, we purchased deposits of $54.5 billion and funded the net assets acquired less the asset discount with a 5-year $34.6 billion note payable to the FDIC bearing an annual interest rate of 3.5%. The balance sheet presented here does not include loan, deposit or other purchase accounting marks. Once those are determined, the equity created and the transaction will be composed of the $16.45 billion asset discount less purchase accounting and tax-related marks. In establishing the discount, we assumed a mark for credit and liquidity reserves that we deem conservative.

For the $71.2 billion in loans acquired, 56% are from the Global Fund Banking line of business, 24% from the technology, life science and health care portfolios and 20% from the private bank. 63% of the $56.5 billion in deposits are non interest bearing, followed by 21% in money market savings accounts and 15% in checking with interest. Time deposits assumed are de minimis.

As is standard with FDIC transactions, we will have a 60-day right to acquire all bank branches and corporate locations. We also retain -- we will also retain all employees in the acquired businesses. Our team is already on the ground ready to welcome new SVB associates to First Citizens.

In the event of unforeseen and unexpected issues, the transaction was structured to limit risk to First Citizens through indemnification for certain pre-closing liabilities existing at legacy SVB, the ability to exclude the purchase of branches from the transaction and the exclusion of some other assets, including certain international operations.

We have established a credit facility with the FDIC that will have guaranteed availability of up to $70 billion to cover potential deposit runoff and/or SVB unfunded loan commitments that signed post acquisition. The term of the facility will be 5 years. While we intend to maintain the client relationships we have acquired in this merger, this credit facility gives us downside liquidity protection and ultimately helps reinforce First Citizens' already strong balance sheet position, which we will discuss in more detail on the next slide.

Our agreement with the FDIC also includes a loss-share agreement that protects the bank from downside credit risk. If global lifetime commercial loan losses exceed $5 billion, the FDIC will reimburse us for 50% of those losses, and we will reimburse the FDIC for 50% of recoveries related to those loss-share assets.

The loss share agreement calls for loss sharing for a period of 5 years and for us to reimburse the FDIC for recoveries for a period of 8 years. If actual losses occurred are not as significant as estimated in the loss share agreement, we have agreed to pay the FDIC a true-up of up to $1.5 billion calculated using a formula set forth in the loss-share agreement.

SVB has a history of strong credit performance. Despite having a loss-share agreement in place, we do not envision reaching the level of lifetime losses that would trigger a subsequent clawback payment to the FDIC at the end of the loss-share term.

Frank mentioned earlier that we are very excited about this transaction. We anticipate that it will be immediately accretive to tangible book value per share as well as earnings per share. In addition, we expect to maintain our capital ratios within or above our current target ranges without the need to raise additional capital.

The ability to bring on the lines of business and talented personnel of SVB to recognize healthy TBV and EPS accretion, all while maintaining strong capital ratios and providing downside credit and liquidity protection, are the reasons why we are very excited about this combination. We worked hard alongside our regulatory partners to find a solution that upholds our commitment to prudent risk management, and at the same time, establishes a strong capital and liquidity foundation for the new combined bank.

And finally, as part of the consideration for the acquisition, we issued a value appreciation instrument to the FDIC in which we agreed to make a cash payment to the holder equal to the product of $5 million and the amount, if any, by which the average volume weighted price of FCNC.A stock over the 2 Nasdaq trading days proceeding exercise exceed $582.55 provided that in no event will the settlement amount be in excess of $500 million. The value appreciation instrument expires on April 14, 2023, and any payment due would be payable by us in cash.

Turning to Page 7. We want to reiterate that our liquidity metrics remain solid and as a well-capitalized bank with a highly diverse customer base, First Citizens remains strong, stable and sound. Combined company liquidity coverage is strong. As part of the combination, we are bringing on $35.3 billion in cash. The FDIC revolver provides another $70 billion in contingent funding.

In addition to the strengthened liquidity position as a result of the combination, in an abundance of caution, in March, we took action to increase our FHLB borrowings to $8.5 billion, which increased our pre-acquisition cash balance from approximately $4 billion to approximately $10 billion. In addition, we moved $4.4 billion of unencumbered HTM securities to the FHLB to provide an opportunity for future increased borrowing capacity. Since December 31, our deposits have grown by more than $1.3 billion.

When accounting for cash on hand, available lines and unencumbered securities, the combined company has total liquidity that covers uninsured deposits by over 175%. First Citizens places importance on a strong risk management framework. This holds true for our investment strategy as well. We have historically focused our investment strategy on stable cash-flowing securities that act as a source of liquidity and do not take significant credit or duration risk.

As of December 31, 2022, AFS securities totaled $9 billion with a duration of 3.5 years, while held-to-maturity, or HTM securities totaled $10 billion with a duration of 5 years. Our strategy continues to target investment securities that best position risk exposures to key rate durations with stable prepayment or optionality risks. Finally, it is important to note that post acquisition, our capital ratios remain within or above our target ranges.

On to Page 8. The top of the page highlights the deposit breakout for both legacy banks as well as the estimated pro forma deposit makeup. One of the most immediate benefits of the transaction is the shift in deposit mix as we are acquiring approximately $56 billion in deposits, of which 63% are non-interest-bearing demand deposits. This results in an estimated 41% non-interest-bearing demand deposit ratio for the pro forma company, which is a 13% increase from what we reported in the fourth quarter.

Further, it helps offset some of the changes in mix we've been experiencing due to more pre-hike levels. While overall deposit competition will likely remain for the foreseeable future, we do believe this transaction helps position us to compete in the current deposit rate environment by growing our core deposit base.

Admittedly, there has been a strong amount of runoff from the legacy Silicon Valley Bank this quarter. However, it is our intent to embrace the talent of our legacy SVB employees, embrace their business capabilities and then reiterate to their clients that First Citizens has an unwavering focus on holistic client relationships.

Ultimately, we believe that some of these clients will move business that left back to us as depositors around the country know that their deposits are safe with First Citizens. We have long been recognized in the banking sector for conservatism and strength, evidenced by our exemplary liquidity and capital reserves. Post-transaction, we have ample liquidity as discussed on the previous page.

Additionally, First Citizens' deposit gathering strategy leverages strong relationships driven by core product offerings to customers to grow balances. We believe that the acquisition of 20 additional locations in attractive West Coast and Northeast markets will provide the combined bank with access to a more geographically diverse deposit base. The expansion of our footprint helps to complement our nationwide digital direct bank, which acts as a channel to quickly and efficiently add balances through competitive product offerings.

Turning to Page 9. You will see the impact that this transaction has on our loan portfolio. The combination will further establish our growing commercial lending platform and will complement our strong existing core consumer retail products. In addition, our geographically diversified and balanced loan portfolio spans unique and differentiated lending verticals, which provides additional strength during these uncertain economic times.

While we are still in the initial stages of our assessment, we are encouraged by the strong underwriting practices of legacy SVB. For the quarter ending December 31, 2022, legacy SVB announced another quarter of solid loan growth driven by one of its lowest-risk loan portfolios, Global Fund Banking capital call lending. In fact, for the past 9 years, capital call lending has been the largest driver of loan growth and the loan portfolio, which is diversified in both investment style and industry supported by strong sources of repayment.

As of year-end, approximately 70% of loans were in low credit loss portfolios and Global Fund Banking or private banking channels. During the same period, early-stage lending, which was historically Silicon Valley Bank's highest-risk portfolio, accounted for only 3% of total loans, down from 11% in 2009 and 30% in 2000. We believe opportunities exist in these legacy SVB business lines, and we will continue to manage these portfolios prudently and effectively while maintaining consistent and strong underwriting standards. We believe that the efforts already executed by the legacy SVB team have positioned the combined bank for long-term success.

And with that, I will hand it back over to Frank to conclude our formal remarks.

[Frank Holding, Chairman and CEO]

Thank you, Craig. Now let's take a look at Page 10. And to sum it up, we list the key takeaways from today's call, which are indicative of why we're excited about combining with SVB. It boils down to a combined company with a strong and stable balance sheet, additional scale and capabilities, a financially compelling transaction, the addition of significant talent and expertise in the innovation economy, a continued focus on long-standing relationships, all while maintaining a strong risk management culture.

That's it. So now I'll turn it over to the operator for instructions for the Q&A portion of the call.

[Operator]

[Operator Instructions] Our first question is from Kevin Fitzsimmons from D.A. Davidson.

[Kevin Fitzsimmons, D.A. Davidson]

Congratulations on the deal. Was just hoping you might, Craig, be able to give us a few guideposts on EPS accretion and maybe post-deal tangible book on what your best estimates are right now. And when it comes to EPS accretion, other than bolting on the loans and the deposits onto the balance sheet, what kind of blended NIM you might see the company having? And I know there's a lot of moving parts in there with the increased borrowing and put -- in taking on their balance sheet, but just any kind of help you could provide on that front.

[Craig Nix, CFO]

Yes, Kevin, and thanks for the questions. And I'll let Elliot address the NIM question in a moment. But in terms of [indiscernible] to say that we expect healthy TBV and EPS accretion. We're going to hold off on providing guidance today, and we'll be providing it either in a follow-up call or during our first quarter call, depending on when we get purchase accounting complete. But suffice it to say that the TBV and EPS accretion would be significant.

We have provided you with the discount bid on the assets. If you -- I think you may be able to come up with your own version of what that may be by just taking the marks on the loans, but we're not going to put that out today.

Okay. And as far as the NIM, this will be really subject to estimates and movement...

[Frank Holding, Chairman and CEO]

Not to mention we need the tax effect gain.

[Craig Nix, CFO]

Yes. I mean after you take the March, you would have the tax effect to get to a bargain purchase gain or the equity created in the transaction, Kevin. And Elliot, do you have a view on NIM? Either -- I don't know that we have a number combined number, but just directionally what we're thinking there.

[Elliot Howard, Manager Mergers and Acquisitions]

Yes. And Kevin, I mean, I think if you kind of walk forward the components, obviously, we've -- we'll be updating our guidance on First Citizens kind of standalone. Our guidance from the previous quarter was kind of a flattish NIM this quarter. I think if you roll forward some of the components, then you look at SVB's loan yield, 606, you look at we're funding that with certainly the $56 billion in deposits. Their rate last quarter was 1.18%. Obviously, non-interest-bearing costs have gone up a little, but we've switched the mix where it's a little bit more non-interest-bearing funded. And then the purchase money on the 3.50% rate.

I think when you add all that together, NIM's probably shaken out not all that dissimilar from where First Citizens was previous quarter. But a lot more to come there. I think, obviously, there's been significant deposit drawdowns. And our hope is that some of these deposits will return. And so we'll be updating this really kind of in the coming weeks at our next call.

[Kevin Fitzsimmons, D.A. Davidson]

Got it. That's helpful. Craig, could you possibly go over again the equity rights instrument and how that works? I was trying to keep up with you, but just maybe on a high level, how to think about that.

[Craig Nix, CFO]

Yes. That's a good question. And it's -- basically, what will happen is we've given them 5 million units, which are equity appreciation units. And the strike price on that is $582. So you could think of it as the stock price moves over, that's -- if the actual stock price moves over that strike price by $100, those -- we would be at the cap. So $5 million times 100 being $500 million, we put us at the cap.

Now if that differential is less than that and when they exercise, the number could be smaller. So it's going to be paid in cash. We don't anticipate issuing stock. So it'd be settled in cash. It expires April 14. So in about 3 weeks, it expires. Does that help?

[Kevin Fitzsimmons, D.A. Davidson]

Okay. Okay. That helps. Basically, it'll be paid in cash right?

[Craig Nix, CFO]

That's correct.

[Kevin Fitzsimmons, D.A. Davidson]

I guess it's a way for the FDIC to lessen their loss a little bit in a way. But one last here...

[Craig Nix, CFO]

More share on the upside.

[Kevin Fitzsimmons, D.A. Davidson]

Right. That's a good way to put it, yes, a better way to put it. One last one for me on -- one of the big issues at SVB from what I understood was just the concentration level on the deposit portfolio. So philosophically, how are you all going to look at that? And because you did mention, okay, some of those deposits of Silicon Valley may come back and you'd welcome them, you'd welcome the customers. But how are you going to manage it so that you -- to manage that concentration level of those industries?

[Craig Nix, CFO]

Well, Kevin, we -- and I'm not speaking to Silicon Valley's balance sheet management, but we maintain a short-duration investment portfolio and a healthy amount of cash on hand. And the combination of unencumbered securities, cash on hand and the line availability will give us very strong coverage over uninsured deposits. I'll let Tom talk a little bit about the balance sheet management from there and what we plan moving forward, knowing that these -- the nature of these deposits are much larger denominated than legacy First Citizens deposits. So Tom, just talk a little bit about how you're going to manage the balance sheet with those deposit inflows and outflows.

[Tom Eklund, Treasurer]

Yes. No -- to Craig's point, obviously, the denominations are larger here. But again, similar to what we do in our legacy markets, we intend to remain focused really on operating accounts here. And I think what you'll see sort of in our conversations with legacy SVB clients here, we'll focus mainly on sort of bringing operating accounts and operating deposits over and not focus as much necessarily on sort of the excess funds and keeping that on the balance sheet, if that makes sense.

So overall, I don't think it's really from a philosophy perspective that difference -- that big of a difference from what we do in our legacy markets. It's really just sort of, obviously, the dollars are larger here. So -- and to Craig's point, as a result of that, we do intend to carry more cash on balance sheet to be able to support those ins and outflows.

[Operator]

Our next question comes from Stephen Scouten from Piper Sandler.

[Stephen Scouten, Piper Sandler]

I'm kind of curious if you could talk about the 23% mark or the discount there, I guess. You guys noted that, I think it was 70% loans in some of the lower-risk categories and kind of -- I guess, any mechanics to how you all came to that agreement on that discount given the historical loss rates at SVB? Is it -- I guess, is it fair to say it's more rate-driven than anything else? Or how can we think about that?

[Craig Nix, CFO]

We did consider both credit and liquidity risk, but the actual discount and the ultimate equity creation from it needs to be sufficient to support the assets from a capital standpoint. So we targeted that discount to support us being within or at the -- within or above the target ranges for all of our capital ratios. So that's really sort of the anchor to which we attached the amount of discount.

[Stephen Scouten, Piper Sandler]

Okay. Got it. And that's still to the guidance you've given, kind of 9% to 10% CET1? Is that still the right number to think about?

[Craig Nix, CFO]

That's correct.

[Stephen Scouten, Piper Sandler]

Okay. Great. And then maybe just following up on the non-interest-bearing deposits. I mean, I think from a composition perspective, obviously, that sounds great. I think peers in the industry are probably that those -- maybe those types of deposits are the most susceptible for further runoff. How are you guys thinking about that modeling for that given that this puts you at a much higher loan-to-deposit ratio than you have been traditionally? I mean I know, Craig, you just noted all the liquidity sources. But just strictly from a deposit perspective, how do you think about keeping those non-interest-bearing in particular?

[Elliot Howard, Manager Mergers and Acquisitions]

Yes. This is Elliot Howard. I think one of the main things is obviously the relationship-based approach. We're very excited about the talent at Silicon Valley. These are really industry leaders. And to maintain those relationships I think a key theme that you've heard probably in this presentation is us protecting our liquidity position. And we've got a number of mechanisms there.

Certainly, the amount of cash that we brought over in the deal is critical. I think the second one really is that $70 billion line of capacity that we have with the FDIC. And so once we look at kind of the available cash that's in that $35 billion range, the $70 billion in the line, we're well above kind of the deposits that we're bringing over and kind of available liquidity just from this deal. I think that's really kind of our position currently on balance sheet. Craig mentioned some of the defensive funding that we've done this quarter as well. We just feel like, if anything, we're in a stronger liquidity position than we were before this deal.

[Stephen Scouten, Piper Sandler]

That's great. And just one quick follow-up to that. You said 3.5% fixed on the one facility. Did you give the [indiscernible] on the $70 billion?

[Craig Nix, CFO]

That is to be determined, that rate. But it will be a comparable market rate.

[Stephen Scouten, Piper Sandler]

Okay. Great. Congratulations.

[Operator]

Our next question comes from Brady Gailey from KBW.

[Brady Gailey, KBW]

Congrats on this deal. My first question is just on the asset base. My first question is on the asset base, $110 billion. I know it looks like roughly $40 billion of that is capital call. Over time, how much asset shrinkage should we expect here? I'm just wondering longer term out of this $110 billion, how much do you think is really going to be a core part of the new FCNC.A.

[Craig Nix, CFO]

Brady, at this stage, it's our intent to continue running SVB lines of business. We want to ensure their customer base that they'll be supported at the same level they were supported prior to this acquisition. So I don't think we're in a position today to talk about runoff as we don't anticipate that.

We like their businesses. A lot of their businesses are similar to what we have in the legacy CIT business or at least adjacent to it from a lending standpoint. So we think this fits. So right now, we can't give you -- I couldn't tell you what may run off or what may not.

[Brady Gailey, KBW]

Okay. And then Craig, if you look at common equity Tier 1, First Citizens finished at a little over 10% at year-end. Pro forma for this deal, where do you expect that ratio to be? And any comments on -- I know you guys are expecting to reengage in the buyback in the back half of this year. This is obviously a big transaction. Does this impact those buyback plans?

[Craig Nix, CFO]

We are in the process -- on the buyback, we're in the process of doing our capital plan, and that will be contemplated in there. So I'm not going to make a comment on that right now. But in terms of the -- did you ask about pro forma CET1?

[Brady Gailey, KBW]

Common equity Tier 1, that's correct.

[Craig Nix, CFO]

Yes, common equity Tier 1, okay. We're going to be above our target range on that ratio.

[Brady Gailey, KBW]

Okay. And then just my last question, I know there's a lot of [indiscernible] that go in the pro forma tangible book value per share, but I've seen ranges of plus 50% to 100%, which is eye popping and a very wide range. I mean, does that seem appropriate to you?

[Craig Nix, CFO]

I think that's a relevant range, so is 0 to 100%. But you're in a relevant range. We do expect significant TBV accretion, and it's pretty obvious from the discount we did on the assets.

[Elliot Howard, Manager Mergers and Acquisitions]

Yes. And Brady, this is Elliot. I'll...

[Brady Gailey, KBW]

And then last question...

[Elliot Howard, Manager Mergers and Acquisitions]

Yes. Brady, this is Elliot. I'll answer the question in a different way. We fully intend to have our Tier 1 leverage ratio above 8% in the transaction.

[Brady Gailey, KBW]

Okay. And then Frank my last question is just on the assets acquired. Is there any way to estimate what the ROA would be on those assets? I think legacy First Citizens is well north of 1%. Is there any reason to believe that the ROA on those assets couldn't be over 1% from [indiscernible]?

[Craig Nix, CFO]

Yes. No reason to believe that they could not be in that range.

[Operator]

Our next question comes from Brian Foran from Autonomous Research.

[Brian Foran, Autonomous Research]

Maybe along similar lines, if you think about ROTC going forward, is there any reason or kind of any range you would think is reasonable for what the new franchise could look 2 or 3 years down the road?

[Craig Nix, CFO]

I would -- I'm not -- I think we're going to refrain from providing guidance today.

[Brian Foran, Autonomous Research]

Got it. The warrant portfolio, SVB used to have a lot of warrants associated with their lending. Is that included in this transaction?

[Craig Nix, CFO]

That -- no, it's not. That was at the holding company level, which did not come over in the transaction.

[Operator]

Our next question is from Christopher Marinac from Janney Montgomery Scott.

[Christopher Marinac, Janney Montgomery Scott]

So from a standpoint of retaining the depositors, is there a percentage that you need to get to or maybe just even a big-picture construct to kind of how this can be successful for you? I didn't know if there was sort of a minimum or a range that you think about in terms of retaining the deposits as you look out 6, 12, 18 months.

[Craig Nix, CFO]

The first part of your question, we had some interference. If you wouldn't mind repeating that, please.

[Christopher Marinac, Janney Montgomery Scott]

Sure. I just was asking about the retention of deposits and if the retention of deposits was a range that you need to be successful.

[Craig Nix, CFO]

Yes. As mentioned earlier, I mean we're obviously focusing on the operating accounts. And sort of based on the information we have seen, it looks like the majority of the deposits that are still there, as you can see it's heavier in the non-interest-bearing and the interest-bearing checking accounts than the typical composition is. So that's really sort of where we are focusing. And as mentioned earlier, retention of customers using the expertise at Silicon Valley Bank to do that is really what sort of the coming weeks will be all about. I think the point there [indiscernible] and then we got downside protection on any runoff that may occur.

[Christopher Marinac, Janney Montgomery Scott]

Got you. And just a follow-up as it pertains to the cash settlement next month. Does that impact the bargain purchase gain? Or is that separate as you account for that in the future quarters?

[Craig Nix, CFO]

The cash settlement? You're talking -- oh, the equity [indiscernible], right? We believe right now from an accounting standpoint, it will be expensed somewhere. It will either be a component of the reduced -- would potentially reduce the borrowing purchase gain or be recognized as an expense somewhere else in the income statement. But it will be -- it's likely that they exercise it to be recognized in the first quarter, either as a reduction in bargain purchase gain or as an expense.

[Operator]

Our next question is from Brody Preston from UBS.

[Brody Preston, UBS]

Congrats on the deal. I had a follow-up question on the back of -- of course, of course. I had a follow-up question on the back one of Brady's. I understand that the focus is on continuing to manage and kind of grow these business lines. But I guess my question relates to the regulatory framework. So you've gone -- you've become a Category 4 bank, and this deal puts you much closer to a Category 3 bank. I'm assuming there's some ability to kind of manage around that. But how should we be thinking about the increased regulatory factors that you might face going from Category 4 to Category 3, if and when that occurs?

[Craig Nix, CFO]

Yes. You bring a great point there. And I mean our intent at this point is obviously not to push through into the next threshold. We moved into Category 4 with the CIT acquisition. And we made great progress and feel very good about where we stand from a risk management perspective and being ready for sort of the -- in the large bank program. And no current plans to sort of go up to the next level there.

[Brody Preston, UBS]

Got it. Okay. And just as it relates to retaining kind of key employees and managing the business -- managing these various business lines going forward. I guess, have you done any retention kind of agreements with any key Silicon Valley employees at this point? I know you guys have probably been working on this, hammering out the details of the FDIC. So I'm sure there's a lot that needs to be accomplished still. But just that will be kind of key to kind of understanding what the pro forma earnings outlook will be for the company going forward.

[Craig Nix, CFO]

Yes. You're onto something very critical. And we have a team on the ground right now making connections, but we are highly motivated and focused on retaining key talent there. So that is our immediate priority, and that has already started. And again, I can't reiterate enough that we're very excited about the depth of the talent at SVB and are looking forward to getting to acquaint ourselves with it. And we certainly will make sure we retain the talent responsible for driving revenue.

[Brody Preston, UBS]

Got it. I've got 2 last quick ones for you. Just given the tangible book value accretion, which just based on the math, it looks like it could be over $1,000 tangible book value here. I guess question would be, would you use some of this as an opportunity to restructure some of your securities book for the existing loss position that it's already in just given you can kind of afford to take the hit at this point?

[Craig Nix, CFO]

No. We have no current intent of sort of using this as a restructuring opportunity. And as mentioned, in what's being brought over, we're not bringing over any material amount of securities as part of the transaction or really any securities as part of the transaction. So it's sort of the legacy SVB portfolio that's coming over, which on a relative basis, relatively small losses there.

[Brody Preston, UBS]

Got it. And then the last one is I just -- I noticed on Slide 7, you said the deposits have grown by more than $1.3 billion quarter-to-date. Just wanted to ask what the mix of that growth looked like before the SVB deal. Was it primarily coming from the CIT direct bank? Or just help us understand what that deposit growth looks like quarter-to-date.

[Craig Nix, CFO]

Yes, the majority of the growth has come through the CIT direct bank.

[Operator]

Ladies and gentlemen, we are currently at time for the conference call. Therefore, I would like to hand over back to Frank Holding for closing remarks. Please go ahead.

[Frank Holding, Chairman and CEO]

I want to say thank you to everyone for joining us. Again, we believe this transaction is a great outcome for depositors, customers and shareholders, and we look forward to moving ahead with our new colleagues from Silicon Valley Bank. We're optimistic about the future and confident in our abilities to navigate varying market and economic conditions just as we've done for decades.

Before we close, I do want to recognize all our associates who came together over the past couple of weeks to complete this deal in a very compressed time frame.

Thank you again for your time today, and I hope everyone has a great day.

[Operator]

Ladies and gentlemen, this concludes today's call. You may now disconnect.