Chong Chun, Chairman of First IC Corporation, said, "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." Nack Paek, MetroCity's Chairman and CEO, stated, "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 filed alongside the announcement described the deal as creating "a $4.8 billion asset franchise while strengthening current markets and expanding to the West Coast."
At announcement, First IC had approximately $1.2 billion in total assets, $975 million in total deposits, $993 million in total loans, tangible equity of $140.7 million, non-performing assets of 0.31% of assets, net income of $24.7 million, and ROAA of 2.10% for fiscal 2024. The pro forma combined company was expected to have approximately $4.8 billion in assets, $3.7 billion in deposits, and $4.1 billion in loans across 30 branches (20 MetroCity, 10 First IC) plus two First IC loan production offices. At signing, the implied exchange ratio was 0.3732 MCBS shares per FIEB share, and pro forma ownership was estimated at 88.4% MetroCity / 11.6% First IC. Per the investor presentation's pricing metrics, the deal was valued at 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 2025 estimated earnings per share, with a pay-to-trade ratio and an estimated internal rate of return also disclosed in the presentation.
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 approximately $14.9 million in transaction costs, net of tax. Purchase accounting assumptions included a gross credit mark of $12.7 million (1.2% of First IC's gross loans), with 70% allocated to non-PCD loans ($9.6 million) accreted over four years on a straight-line basis, a non-PCD CECL reserve of $8.9 million, a loan interest rate mark of $10.2 million (1.0% of anticipated gross loans at close) 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. The transaction was expected to deliver approximately 26% EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings (illustrated at 26.4%, or $0.73 per share, versus a $2.75 standalone 2026 estimated EPS), with an estimated tangible book value dilution at close of approximately 11% (shown in the presentation's reconciliation as $2.03 per share, or 11.3%) and a tangible book value earnback period of approximately 2.4 years.
On the acquirer side, MetroCity retained Hillworth Bank Partners as financial advisor, which rendered a fairness opinion to MetroCity's board, and was represented by Hunton Andrews Kurth LLP as legal counsel. On the target side, First IC retained Stephens Inc. as financial advisor, which rendered a fairness opinion to First IC's board, and was represented by Alston & Bird LLP as legal counsel. In connection with signing, First IC directors and executive officers holding approximately 25% of First IC's outstanding shares entered into a voting agreement to support the transaction.
The merger agreement provided for a termination fee of $8,239,563 payable by First IC under certain circumstances, and included a customary "collar" protection: if MetroCity's average closing stock price over a specified ten-trading-day measurement period fell below 80% of its pre-signing average and MetroCity's stock underperformed the KBW Regional Bank Index by more than 20%, First IC had the right to terminate unless MetroCity elected to increase the merger consideration (up to a cap tied to $76,331,936 of incremental value). First IC was permitted a transaction expense allowance of up to $12.5 million pre-tax, with the aggregate cash consideration adjusted dollar-for-dollar if actual transaction costs varied from that allowance. Closing was conditioned on, among other things, First IC shareholder approval, required regulatory approvals from the Federal Reserve, FDIC, and Georgia Department of Banking and Finance, effectiveness of a Form S-4 registration statement, and Nasdaq listing of the shares to be issued; MetroCity filed the Form S-4 (File No. 333-287567) on May 23, 2025, which the SEC declared effective June 6, 2025.
The transaction closed after the close of business on December 1, 2025, as confirmed in a Form 8-K filed December 2, 2025. At closing, each First IC share was converted into the right to receive 0.3729 shares of MetroCity common stock and $12.19 in cash (plus cash in lieu of fractional shares), with First IC shareholders receiving an aggregate of approximately 3,384,381 MetroCity shares and approximately $110.6 million in cash. MetroCity had approximately 28,818,282 shares outstanding following the merger. Immediately after the holding-company merger, First IC Bank merged into Metro City Bank, with Metro City Bank as the surviving bank. Following completion, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans, and $3.6 billion in total deposits, operating 30 full-service branches and two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas, and Virginia. The same financial and legal advisors on both sides were reconfirmed in the closing press release.