Chong Chun, Chairman of First IC Corporation, stated: "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." He added that the combination would "ensure our shared values to create a better bank, offering enhanced services and opportunities for our employees, customers, key partnerships, and the communities we serve." Nack Paek, MetroCity's Chairman and CEO, said: "We too have long competed with and admired the First IC franchise and are excited about combining our two organizations. The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." The investor presentation also cited similar business models, strong familiarity between the companies (First IC is headquartered near MetroCity, with many employees personally acquainted), and a shared history of strong earnings and asset quality as strategic rationale.
Under the terms of the Reorganization Agreement, First IC shareholders were entitled to receive aggregate consideration of $111,965,213 in cash (subject to adjustment) and 3,384,588 shares of MCBS common stock, equal to approximately 46% stock and 54% cash. Based on MCBS's March 14, 2025 closing price of $27.78 per share, the implied purchase price was $22.71 per First IC share, with an aggregate transaction value of approximately $206 million. The investor presentation disclosed pricing multiples of 146% of First IC's tangible book value, 8.3x First IC's last-twelve-months earnings per share, and 8.9x First IC's estimated 2025 earnings per share, with an estimated internal rate of return of approximately 24%. At the time of signing, First IC had approximately $1.2 billion in total assets, $975.6 million in deposits, $984.1 million in net loans, tangible equity of $140.7 million, and a 2024 return on average assets of 2.10%. First IC stock options were to be cashed out. At closing (December 1, 2025), the final merger consideration delivered to First IC shareholders was 0.3729 MCBS shares plus $12.19 in cash per First IC share, resulting in an aggregate issuance of 3,384,381 MCBS shares and approximately $110.6 million in cash; MCBS had approximately 28,818,282 shares outstanding following the merger. The share issuance was registered on a Form S-4 (File No. 333-287567) initially filed May 23, 2025 and declared effective June 6, 2025.
The pro forma combined company was projected to have approximately $4.8 billion in total assets, $3.7 billion in deposits, $4.1 billion in net loans, and 30 branches across markets including Georgia, New York, New Jersey, Texas, Alabama, Florida, Virginia, Washington, and California, with the First IC combination also extending MetroCity's footprint to the West Coast. At signing, the presentation estimated pro forma ownership of approximately 88.4% MCBS and 11.6% legacy First IC shareholders.
MetroCity disclosed anticipated pre-tax cost savings equal to 37% of First IC's non-interest expense base, phased in at 10% in 2025, 80% in 2026, and 100% thereafter. The deal was expected to generate approximately 26% EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings (the illustrative 2026E accretion reconciliation in the investor presentation calculated $0.73 per share, or 26.4%, bringing pro forma EPS to $3.48 versus a $2.75 MCBS standalone estimate). Pre-tax, non-restructuring transaction costs were estimated at $14.9 million net of tax. Fair value marks included a gross credit mark of $12.7 million (1.2% of First IC's gross loans), with 70%, or $9.6 million, allocated to non-PCD loans and accreted over four years on a straight-line basis; a loan interest rate mark of $10.2 million (1.0% of anticipated gross loans), amortized over four years; elimination of $3.3 million of First IC's accumulated other comprehensive income; and a core deposit intangible of $18.3 million amortized over ten years using the sum-of-the-years'-digits method. A CECL reserve of $8.9 million was established for non-PCD loans.
On a tangible book value basis measured as of September 30, 2025, MCBS's pro forma tangible book value per share was estimated at $15.89, versus $17.92 on a standalone basis, implying dilution of $2.03 per share, or 11.3%, with an estimated earnback period of approximately 2.4 years. The reconciliation attributed the dilution to $80.3 million of goodwill and core deposit intangibles created, $4.9 million of after-tax restructuring costs, and a $6.5 million CECL non-PCD reserve, partly offset by $94.0 million of common stock issued as consideration. Goodwill of $62.0 million was created against an aggregate merger consideration of $206.0 million relative to First IC's adjusted tangible book value of $144.4 million at close.
FIEB was permitted a pre-tax transaction expense allowance of up to $12,500,000; if actual costs exceeded that allowance, the aggregate cash consideration would be reduced dollar-for-dollar, while savings versus the allowance could instead be paid out to First IC shareholders as a pre-closing dividend. The agreement included a "collar" mechanism: if MCBS's average stock price fell below 80% of its pre-signing average and MCBS stock underperformed the KBW Regional Banking Index by more than 20%, First IC could terminate unless MCBS elected to increase the merger consideration (up to a value of $76,331,936 for the stock portion). The agreement provided for a termination fee of $8,239,563 payable by First IC under specified circumstances, including a change in the First IC board's recommendation or a superior competing proposal. Closing conditions included approval by First IC shareholders, regulatory approvals from the Federal Reserve, FDIC, and Georgia Department of Banking and Finance without a materially burdensome condition, effectiveness of the Form S-4, Nasdaq listing of the shares to be issued, and receipt of tax opinions that the merger would qualify as a reorganization under Section 368(a) of the Internal Revenue Code.
On the financial advisory side, Stephens Inc. acted as financial advisor to First IC and rendered a fairness opinion to its board of directors, while Hillworth Bank Partners acted as financial advisor to MetroCity and rendered a fairness opinion to its board of directors. On the legal side, Alston & Bird LLP served as legal counsel to First IC, and Hunton Andrews Kurth LLP served as legal counsel to MetroCity. MetroCity and First IC previously announced receipt of all required regulatory approvals and non-objections along with First IC shareholder approval ahead of the merger's completion on December 1, 2025; First IC Bank merged into Metro City Bank immediately following the holding company merger. Financial statements of the acquired business and pro forma financial information required under Item 9.01 were filed by amendment on an 8-K/A dated February 12, 2026.