Withdrawal of Registration Statement (rw)
January 03 2020 - 10:31AM
Edgar (US Regulatory)
January 3, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3628
Re:
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Entegra Financial Corp.
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Application for Withdrawal on Form RW
for Registration Statement on Form S-3 (File
No. 333-218142)
Ladies and Gentlemen:
This letter constitutes an application pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), for an order permitting
Entegra Financial Corp. (the “Company”) to withdraw its Registration Statement on Form S-3 (File No. 333-218142), together
with all exhibits, filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2017 (collectively,
the “Registration Statement”). The Registration Statement was declared effective by the Commission on June 1, 2017.
Pursuant to the Agreement and Plan of Merger,
dated April 23, 2019 (the “Merger Agreement”), by and among the Company, First Citizens BancShares, Inc. (“BancShares”),
First-Citizens Bank & Trust Company (“FCB”), a direct, wholly-owned subsidiary of BancShares, and FC Merger Subsidiary
VII, Inc., a direct, wholly-owned subsidiary of FCB (“Merger Sub”), effective December 31, 2019, Merger Sub merged
with and into the Company, with the Company continuing as the surviving corporation (the “First Step Merger”), and
immediately thereafter, the Company merged with and into FCB, with FCB as the surviving corporation (the “Second Step Merger”
and together with the First Step Merger, the “Mergers”). In connection with the Mergers, FCB, as successor to the Company,
determined that it is in its best interest to withdraw the Registration Statement at this time.
FCB, as successor to the Company, confirms that
no securities have been sold pursuant to the Registration Statement.
Accordingly, FCB hereby respectfully requests
that the withdrawal of the Registration Statement be effective as of the date hereof and requests that a written order granting
the withdrawal of the Registration Statement be issued by the Commission as soon as reasonably possible. FCB
also requests, in accordance with Rule 457(p) promulgated under the Securities Act, that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited for future use by FCB, as successor to the Company, or BancShares, FCB’s
parent.
Please provide a copy of the order consenting
to the withdrawal to Jason L. Martinez of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. by email at jmartinez@smithlaw.com.
If you have any questions regarding this application, please contact Jason L. Martinez by telephone at (919) 821-6675 or by email
at the email address provided above.
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Sincerely,
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FIRST-CITIZENS BANK
& TRUST COMPANY,
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As successor by merger
to Entegra Financial Corp.
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By:
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/s/ Craig L. Nix
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Craig L. Nix
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Chief Financial Officer
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cc:
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Elizabeth Ostendorf, Esq.
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Senior Vice President & Director, Legal Department
First Citizens BancShares, Inc.
Jason L. Martinez, Esq.
Geoffrey W. Adams, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
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