At announcement, the transaction was valued at approximately $206 million in aggregate, consisting of 3,384,588 shares of MetroCity common stock and $111,965,213 in cash, or approximately 46% stock and 54% cash. Based on MetroCity's closing stock price of $27.78 on March 14, 2025, the implied purchase price was $22.71 per First IC share, equal to 0.3732 MCBS shares plus a cash component per FIEB share. At closing on December 1, 2025, each FIEB share was converted into 0.3729 MCBS shares plus $12.19 in cash (with cash paid in lieu of fractional shares), and FIEB shareholders received an aggregate of 3,384,381 MCBS shares and approximately $110.6 million in cash; MCBS had approximately 28,818,282 shares outstanding following issuance. At signing, MetroCity estimated pro forma ownership of approximately 88.4% MCBS and 11.6% former FIEB shareholders. First IC stock options were cashed out based on the excess of the per-share cash-equivalent consideration over the exercise price.
MetroCity's March 2025 investor presentation disclosed pricing metrics based on its March 14, 2025 closing price: the deal priced at 146% of First IC's tangible book value, 8.3 times First IC's last-twelve-months earnings per share, and 8.9 times First IC's estimated 2025 earnings per share. First IC had approximately $1.2 billion in total assets, $975.6 million in deposits, $984.1 million in net loans and leases, $140.7 million in tangible equity, 0.31% nonperforming assets to total assets, and a 2.10% return on average assets as of December 31, 2024. The pro forma combined company was projected to have approximately $4.8 billion in total assets, $3.7 billion in deposits and $4.1 billion in net loans; upon closing, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans and $3.6 billion in total deposits, with 30 full-service branches and two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas and Virginia.
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 company estimated transaction costs of $14.9 million net of tax, a gross credit mark of $12.7 million (1.2% of FIEB's gross loans, with 70%, or $9.6 million, allocated to non-PCD loans and accreted over four years), a CECL reserve for non-PCD loans of $8.9 million, 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 FIEB's accumulated other comprehensive income, and a core deposit intangible of $18.3 million amortized over 10 years using the sum-of-the-years-digits method. The reorganization agreement separately capped First IC's reimbursable transaction expense allowance at $12.5 million pre-tax, with any shortfall or overage adjusting the cash consideration or permitting a special dividend to FIEB shareholders.
MetroCity projected the merger would deliver approximately 26% EPS accretion in the first full year (2026) on a fully phased-in cost-savings basis, with a tangible book value earnback period of approximately 2.4 years and an internal rate of return of approximately 24%. In an illustrative reconciliation using a 9/30/2025 close assumption, MetroCity modeled 2026 estimated pro forma net income of $101.3 million versus $70.8 million MCBS standalone, implying pro forma EPS of $3.48 versus $2.75 standalone, or $0.73 (26.4%) of accretion per share. The same presentation modeled estimated tangible book value dilution of $2.03 per share, or 11.3%, at close, with pro forma tangible book value per share of $15.89 versus $17.92 for MCBS standalone, reflecting $80.3 million of goodwill and core deposit intangibles created against $206.0 million of aggregate merger consideration.
On the acquirer side, MetroCity Bankshares engaged Hillworth Bank Partners to serve as its financial advisor and render a fairness opinion to its board of directors, with Hunton Andrews Kurth LLP serving as MetroCity's legal counsel. On the target side, First IC retained Stephens Inc. as its financial advisor to render a fairness opinion to First IC's board, with Alston & Bird LLP serving as First IC's legal counsel.
The transaction was structured as a stock-for-stock reorganization intended to qualify under Section 368(a) of the Internal Revenue Code, and MetroCity registered the stock consideration on a Form S-4 (File No. 333-287567) initially filed May 23, 2025, amended June 4, 2025, and declared effective June 6, 2025; MetroCity also filed a final prospectus on Form 424B3 on June 6, 2025. Closing conditions included approval by First IC's shareholders (obtained July 15, 2025), receipt of required regulatory approvals from the Federal Reserve, the FDIC, and the Georgia Department of Banking and Finance without a "Materially Burdensome Regulatory Condition" (received by July 15, 2025, as announced in a joint press release), effectiveness of the S-4, and Nasdaq listing of the shares to be issued. The reorganization agreement provided for a termination fee of $8,239,563 payable by First IC under specified circumstances, and included a stock-price-based collar protection: if MetroCity's average stock price fell below 80% of its pre-signing average and MCBS underperformed the KBW Regional Bank Index by more than 20%, First IC could seek to terminate unless MetroCity elected to increase the merger consideration up to a value of $76,331,936 for the stock component. The agreement would also have permitted termination if the merger was not consummated within one year of signing, subject to extension.
The transaction closed on December 1, 2025, roughly on the timeline management originally guided to (fourth quarter 2025). Financial statements of the business acquired and pro forma financial information were to be filed by amendment to the closing Form 8-K within 71 days, consistent with Item 9.01 requirements; MetroCity filed such an amendment (Form 8-K/A) on February 12, 2026, including a pro forma financial statements exhibit.