CIT GROUP INC. (NYSE:CIT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The information in Item 2.01 is incorporated by reference into
this Item 1.01.
Section 2 Financial Information
Item 2.01. Completion of Acquisition or Disposition of
Assets.
As previously disclosed, on October 6, 2016, CIT Group Inc. (we,
our, CIT, or the Company) and C.I.T. Leasing Corporation, a
Delaware corporation and wholly owned subsidiary of CIT (CIT
Leasing), entered into a Purchase and Sale Agreement (the
Purchase Agreement) by and among CIT Leasing, Park Aerospace
Holdings Limited, an exempted company incorporated with limited
liability under the laws of the Cayman Islands and wholly-owned
subsidiary of Avolon (as defined below) (Purchaser), and solely
with respect to specified sections thereof, CIT, Bohai Capital
Holding Co., Ltd., a limited company under the laws of the
Peoples Republic of China (Bohai) and Avolon Holdings Limited, an
exempted company with limited liability under the laws of the
Cayman Islands and wholly-owned subsidiary of Bohai (Avolon).
The Purchase Agreement provides for the acquisition by Purchaser
of CITs commercial aircraft leasing business (the Commercial Air
Business) through the acquisition by (i) Purchaser of all of the
equity interests of C2 Aviation Capital, LLC (formerly C2
Aviation Capital, Inc.) (C2), a wholly owned subsidiary of CIT
Leasing (the C2 Sale) and (ii) a wholly-owned subsidiary of
Purchaser of the issued and outstanding shares of CIT Holdings
Canada ULC, an indirect wholly-owned subsidiary of C2, which owns
substantially all of the non-U.S. portion of the Commercial Air
Business (the Canadian Sale and together with the C2 Sale, the
Transactions).
On April 3, 2017, CIT completed the Canadian Sale and on April 4,
2017, CIT completed the C2 Sale.
The aggregate purchase price paid by Purchaser and its
subsidiaries to CIT and its subsidiaries for the Transactions
(the Purchase Price) was approximately $10.4 billion in cash,
which is equal to (a) the adjusted net asset amount of the
Commercial Air Business as of Closing plus (b) a premium of
approximately $627 million.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the actual terms of the Purchase
Agreement, which is attached as Exhibit 2.1 hereto and is
incorporated herein by reference. The Purchase Agreement is also
described more fully in CITs Current Report on Form 8-K filed
with the SEC on October 12, 2016.
In connection with the closing of the Transactions, on April 3,
2017, CIT Leasing, Avolon and Purchaser entered into a letter
agreement (the Letter Agreement), to which, among other things,
CIT Leasing and Purchaser mutually waived the closing condition
set forth in the Purchase Agreement which would have required the
consents or approvals of certain governmental entities, and
Purchaser made additional representations to CIT Leasing relating
thereto. The foregoing summary of the Letter Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Letter Agreement, which is
filed as Exhibit 2.2 hereto and is incorporated herein by
reference.
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On April 4, 2017, C. Jeffery Knittel, President Transportation
Finance, departed CIT in connection with the C2 Sale. Subject to
compliance with the terms of his Employment Agreement, between
CIT Aerospace LLC (which was acquired by the Purchaser as part of
the C2 Sale), and Mr. Knittel, dated as of July 5, 2016, which
was filed as Exhibit 10.1 to Form 8-K filed July 11, 2016, Mr.
Knittel will be entitled to certain compensation in connection
with his departure from CIT.
Section 8 Other Events
Item 8.01. Other Events.
Sale of Commercial Air Business
On April 4, 2017, CIT announced the completion of the
Transactions. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
Notice of Redemption of Senior Unsecured Debt
On April 4, 2017, CIT gave notice of its intention to redeem on
May 4, 2017 100% of the aggregate principal amount (approximately
$4.84 billion) of its outstanding (i) 4.250% Senior Unsecured
Notes due August 2017; (ii) 5.250% Senior Unsecured Notes due
March 2018; (iii) 6.625% Series C Unsecured Notes due April 2018;
and (iv) 5.000% Senior Unsecured Notes due May 2018. A copy of
the press release is attached hereto as Exhibit 99.2 and is
incorporated into this Item 8.01 by reference.
Tender Offer for Senior Unsecured Notes
On April 4, 2017, CIT commenced a tender offer for up to $950
million in the aggregate of its (i) 5.500% Series C Unsecured
Notes due February 2019; (ii) 5.375% Senior Unsecured Notes due
May 2020; and (iii) 5.000% Senior Unsecured Notes due August
2022. A copy of the press release is attached hereto as Exhibit
99.3 and is incorporated into this Item 8.01 by reference.
Sale of TC-CIT Aviation Joint Venture Stake
On April 3, 2017, CIT announced that it has completed the sale,
on March 31, 2017, of its 30 percent ownership stake in the
commercial aircraft leasing joint ventures TC-CIT Aviation
Ireland and TC-CIT Aviation U.S., Inc. to its joint venture
partner; Tokyo Century Corporation (the JV Transaction). A copy
of the press release is attached hereto as Exhibit 99.4 and is
incorporated into this Item 8.01 by reference.
Item9.01. Exhibits.
(b) Pro forma financial information.
The Unaudited Pro Forma Balance Sheet of the Company, as of
December 31, 2016, is attached hereto as Exhibit 99.5 and is
incorporated herein by reference. The Unaudited Pro Forma
Consolidated
Balance Sheet of the Company, as of December 31, 2016, was
derived from CITs historical consolidated financial statements
and is presented to give effect to the disposition of the
Commercial Air Business.
(d) Exhibits. The following exhibits are being filed
herewith:
| Exhibit No. | Description |
| 2.1 |
Purchase and Sale Agreement, dated as of October 6, 2016, by and among CIT Group Inc., C.I.T. Leasing Corporation, Park Aerospace Holdings Limited, Bohai Financial Investment Holding Co., Ltd., and Avolon Holdings Limited (incorporated by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on October 12, 2016). |
| 2.2 |
Letter Agreement, between Park Aerospace Holdings Limited, Avolon Holdings Limited and C.I.T. Leasing Corporation, dated April 3, 2017. |
| 99.1 |
Press release of CIT Group Inc., dated April 4, 2017, announcing the completion of the Transactions. |
| 99.2 |
Press release of CIT Group Inc., dated April 4, 2017, announcing the issuance of a notice of redemption of certain of its senior unsecured debt. |
| 99.3 |
Press release of CIT Group Inc., dated April 4, 2017, announcing the commencement of a tender offer for certain of its senior unsecured notes. |
| 99.4 |
Press release of CIT Group Inc., dated April 3, 2017, announcing the completion of the JV Transaction. |
| 99.5 |
Unaudited Pro Forma Consolidated Balance Sheet, as of December 31, 2016, for CIT Group Inc. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Form 8-K 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 Form
8-K, 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 CIT is
unsuccessful in implementing its strategy and business plan, the
risk that CIT is unable to react to and address key business and
regulatory issues, the risk that CIT is unable to achieve the
projected revenue growth from its new business initiatives or the
projected expense reductions from efficiency improvements, and
the risk that CIT becomes subject to liquidity constraints and
higher funding costs. We describe these and other risks that
could affect our results in Item 1A, Risk Factors, of our latest
Annual Report on Form 10-K for the
year ended December 31, 2016, which was filed with the Securities
and Exchange Commission. Accordingly, you should not place undue
reliance on the forward-looking statements contained in this Form
8-K. 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.
About CIT GROUP INC. (NYSE:CIT)
CIT Group Inc. (CIT) is a bank holding company. The Company, together with its subsidiaries, provides financing, leasing and advisory services to middle market companies in a range of industries in North America, and equipment financing and leasing solutions to the transportation industry around the world. The Company’s segments include North America Banking (NAB), including Commercial Real Estate, Commercial Banking and Consumer Banking divisions; Transportation & International Finance (TIF), including Aerospace, Rail, Maritime Finance and International Finance divisions, and Legacy Consumer Mortgages (LCM), which includes single-family residential mortgage (SFR) loans and reverse mortgage loans. CIT products and services include account receivables collection; equipment leases; acquisition and expansion financing; factoring services; financial risk management; asset management and servicing; asset-based loans; insurance services; credit protection; debt restructuring, and deposits. CIT GROUP INC. (NYSE:CIT) Recent Trading Information
CIT GROUP INC. (NYSE:CIT) closed its last trading session down -0.27 at 43.43 with 2,044,660 shares trading hands.