CIT CIT Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2015 (August 3, 2015)

 CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31369	65-1051192
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 

11 W. 42^nd Street
New York, New York 10036

(Address of registrant’s principal executive office)

Registrant's telephone number, including area code: (212) 461-5200

Not Applicable

_________________________________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

0		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
0		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
0		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
0		Pre-commencement communications pursuant to Rule 13e-4I under the Exchange Act (17 CFR 240.13e-4I)

 

 

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

Effective as of August 3, 2015, pursuant to the Agreement and Plan of Merger, dated July 21, 2014, by and among CIT Group Inc. (“CIT”), IMB Holdco LLC (“IMB”), Carbon Merger Sub LLC, a wholly owned subsidiary of CIT (“Merger Sub”) and JCF III HoldCo I L.P., in its capacity as the holders’ representative (the “Merger Agreement”), as amended by Amendment No. 1, dated July 21, 2015 (the “Amendment”), IMB merged with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of CIT (the “Merger”). Immediately following the Merger, Merger Sub merged with and into CIT with CIT surviving (the “Subsidiary Merger”). Immediately following the Subsidiary Merger, CIT Bank, a Utah-state chartered bank and a wholly owned subsidiary of CIT, merged with and into OneWest Bank N.A., a national bank and (prior to the Merger) a wholly owned subsidiary of IMB (“OneWest Bank”), with OneWest Bank surviving as a wholly owned subsidiary of CIT with the name CIT Bank, National Association (the “Bank Merger”).

Pursuant to the Merger Agreement, as amended by the Amendment, CIT paid net merger consideration (which includes certain adjustments, including among others (x) a reduction for the tax-effected amount of certain transaction expenses incurred by OneWest prior to closing and (y) a $10.8 million reduction for certain retention awards made to OneWest employees) of approximately $3.364 billion. The net merger consideration consisted of approximately $1.867 billion in cash and approximately 30.9 million shares of CIT common stock (based on a fixed CIT stock price of $44.33 pursuant to the Merger Agreement) as well as approximately 168,000 restricted stock units of CIT (based on a fixed CIT stock price of $44.33 pursuant to the Merger Agreement), $116 million in cash retained by CIT as a holdback for certain potential liabilities relating to IMB, and $2 million in cash for expenses of the holders’ representative. Based on CIT’s closing stock price on the New York Stock Exchange of $47.04 per share on Friday, July 31, 2015, which was the last trading day prior to the effective date of the Merger, the shares of CIT common stock issued in the Merger had a value of approximately $1.5 billion and the restricted stock units of CIT issued in the Merger had a value of approximately $7.9 million.

The summary of the Merger Agreement and the Amendment in this Current Report on Form 8-K does not purport to by complete and is qualified by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Form 8-K filed July 25, 2014, and the Amendment, which was included as Exhibit 2.1 to the Form 8-K filed July 27, 2015. A press release, dated August 3, 2015, announcing the completion of the Merger is attached as Exhibit 99.1.

Section 3 – Securities and Trading Markets

Item  3.02. Unregistered Sales of Equity Securities.

As described in Item 2.01 of this Current Report on Form 8-K, which is incorporated into this Item 3.02 by reference, the Company issued approximately 30.9 million shares of CIT common stock as partial consideration for the Merger. The issuance of such shares upon closing of the Merger was a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Section 9 – Financial Statements and Exhibits

Item 9.01. Exhibits.

(a) Financial statements of business acquired.

Financial statements of the business acquired pursuant to the Merger will be filed as an exhibit to an amendment to this Report on Form 8-K, not later than October 19, 2015.

(b) Pro forma financial information.

Pro forma financial information will be filed as an exhibit to an amendment to this Report on Form 8-K, not later than October 19, 2015.

(d) Exhibits. The following exhibits are being filed herewith:

 

2.1	Agreement and Plan of Merger, by and among CIT Group Inc., IMB Holdco LLC, Carbon Merger Sub LLC, and JCF III HoldCo I L.P., dated as of July 21, 2014 (incorporated by reference to Exhibit 2.1 to Form 8-K filed July 25, 2014).
2.2	Amendment No. 1, dated as of July 21, 2015, to the Agreement and Plan of Merger, by and among CIT Group Inc., IMB Holdco LLC, Carbon Merger Sub LLC, and JCF III HoldCo I L.P., dated as of July 21, 2014 (incorporated by reference to Exhibit 2.1 to Form 8-K filed July 27, 2015).
99.1	Press release of CIT Group Inc., dated August 3, 2015, announcing the completion of the acquisition of IMB Holdco LLC and OneWest Bank, N.A.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CIT GROUP INC.

(Registrant)

 

 

 

By:  /s/ Robert J. Ingato                                     

Robert J. Ingato

Executive Vice President &

General Counsel

 

Dated: August 3, 2015

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

CIT COMPLETES ACQUISITION OF ONEWEST BANK

 

§

CIT’s Total Assets Increase to More Than $65 Billion; Total Deposits Increase to More Than $30 Billion1

§

Combines CIT’s National Lending Platform with OneWest’s Regional Branch Banking Network

 

NEW YORK, NY and PASADENA, CA – August 3, 2015 – CIT Group Inc. (NYSE: CIT), a leading provider of commercial lending and leasing services, today announced that it has completed its previously announced acquisition of IMB Holdco LLC, the parent company of OneWest Bank N.A. (OneWest Bank) for approximately $3.4 billion in cash and stock. The transaction, first announced on July 22, 2014, has received all required regulatory approvals.

 

“The completion of this transaction advances our strategic efforts to build a leading commercial banking franchise,” said John A. Thain, Chairman and Chief Executive Officer of CIT. “Through the combination of our national lending and leasing platform with OneWest’s wholesale lending and branch banking franchise, we’ve created a differentiated provider of banking services for small and middle market businesses. I look forward to working with our newest colleagues as we integrate our two organizations, serve the needs of our customers and communities and realize the benefits of this transaction for our shareholders.”

 

The combined company, CIT Group Inc., has more than $65 billion in assets and more than $30 billion of deposits.¹ As part of the transaction, CIT Bank merged with and into OneWest Bank, which was renamed CIT Bank, N.A. CIT Bank, N.A. operates an

 

(1)  Pro forma financial data based on unaudited CIT and OneWest data as of March 31, 2015.

Internet banking franchise, as well as a network of 70 retail branches throughout Southern California as OneWest Bank, a division of CIT Bank, N.A.

 

CIT Group Inc. will continue to be led by John A. Thain, Chairman and Chief Executive Officer. Steven T. Mnuchin, former Chairman of IMB Holdco LLC, joined CIT Group Inc. as Vice Chairman and a member of its Board of Directors. In addition, Al Frank, a former independent director of OneWest Bank, joined the CIT Board, which increased its size from 13 to 15 members.

 

Under the terms of the transaction, IMB Holdco LLC shareholders received approximately $1.867 billion in cash and approximately 30.9 million shares of CIT, as well as approximately 168,000 restricted stock units of CIT.

 

J.P. Morgan Securities LLC served as financial advisor to CIT, and Wachtell, Lipton, Rosen & Katz served as CIT’s legal counsel. Goldman, Sachs & Co., Bank of America Merrill Lynch and Cleary, Gottlieb, Steen & Hamilton LLP represented IMB Holdco LLC. Sullivan & Cromwell served as joint regulatory counsel for CIT and IMB Holdco LLC.

 

About CIT

Founded in 1908, CIT (NYSE: CIT) is a financial holding company with more than $65 billion in assets. Its principal bank subsidiary, CIT Bank, N.A., (Member FDIC, Equal Housing Lender) has more than $30 billion of deposits and more than $40 billion of assets. It provides financing, leasing and advisory services principally to middle market companies across more than 30 industries primarily in North America, and equipment financing and leasing solutions to the transportation sector. It also offers products and services to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest Bank, a division of CIT Bank, N.A. cit.com

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words

“expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “commence,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in this press release, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially. Important factors that could cause our actual results to be materially different from our expectations include, among others, the risk that (i) there are difficulties and delays in integrating OneWest with CIT or fully realizing projected cost savings and other projected benefits of the transaction, (ii) business disruption during the pendency of or following the transaction, including diversion of management time, reputation risk, and the reaction of customers and counterparties to the transaction, (iii) changes in asset quality and risk as a result of the transaction, (iv) CIT is unsuccessful in implementing its strategy and business plan, (v) CIT is unable to react to and address key business and regulatory issues, and (vi) changes in general economic conditions, including changes in interest rates and capital markets. CIT describes these and other risks that could affect its results in Item 1A, “Risk Factors,” of CIT’s latest Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission. Accordingly, investors should not place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

 

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CIT MEDIA RELATIONS:

C. Curtis Ritter

Senior Vice President of Corporate Communications

(973) 740-5390

Curt.Ritter@cit.com

 

Matt Klein

Vice President, Media Relations

(973) 597-2020

Matt.Klein@cit.com

 

CIT INVESTOR RELATIONS:

Barbara Callahan

Senior Vice President

(973) 740 -5058

Barbara.Callahan@cit.com