On December 2, 2019, First Citizens BancShares, Inc. (“BancShares”) and its wholly-owned subsidiary First-Citizens Bank & Trust Company (“FCB”) and Entegra Financial Corp. (“Entegra”) and its wholly-owned subsidiary Entegra Bank (collectively with BancShares, FCB, and Entegra, the “Parties”) entered into a Letter of Agreement (the “LOA”) with the Department of Justice, Antitrust Division (the “DOJ”) in connection with the proposed merger of Entegra and Entegra Bank into FCB (collectively, the “Merger”). The LOA requires that the Parties divest three branches located in western North Carolina: Holly Springs (30 Hyatt Road, Franklin, NC), Highlands (473 Carolina Way, Highlands, NC) and Sylva (498 East Main, Sylva, NC) (collectively, the “Divestiture Branches”). The Parties are required to enter into a sale agreement for the Divestiture Branches with a competitively suitable purchaser prior to the close of the Merger, which purchaser will be subject to the prior approval of the DOJ (the “Divestiture”). The Divestiture must occur within 180 days after the consummation of the Merger and, if not complete by such time, the Divesture Branches will be transferred to an independent trustee for sale. The Divesture is designed to resolve any competitive concerns raised by the DOJ concerning the Merger.