Current Report Filing (8-k)
October 06 2017 - 4:37PM
Edgar (US Regulatory)
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): October 6, 2017 (October 6, 2017)
CIT
GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31369
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65-1051192
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(State or other
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(Commission
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(IRS Employer
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jurisdiction of
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File Number)
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Identification No.)
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incorporation)
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11
West 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
(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 (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
[
] Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[
] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Section
8 – Other Events
Item 8.01 Other Events
On October 6, 2017, CIT Group Inc.,
a Delaware corporation (the “Company” or “CIT”) issued a press release announcing that CIT Bank, N.A.
has agreed to sell Financial Freedom, its reverse mortgage servicing business, which is reported in discontinued operations,
and a portfolio of approximately $900 million of reverse mortgage whole loans, including other real estate owned, as of June
30, 2017, which is reported in continuing operations, to an undisclosed buyer (the
“Transaction”). The terms of the Transaction have not been disclosed. The Transaction is expected to close in the
second quarter of 2018 and is subject to customary closing conditions, including the approval of certain government agencies
and the consent of private investors related to the reverse mortgage servicing business. A copy of the press release is
attached as Exhibit 99.1 and incorporated herein by reference.
In connection with the
Transaction, CIT anticipates it will recognize a pre-tax charge of approximately $40 to $50 million in the third quarter of
2017. At closing, CIT anticipates it will recognize a pre-tax net gain currently estimated to be approximately $25 to $35
million. These amounts are prior to any incremental indemnification liabilities the Company may record. The agreement between
the Company and the buyer contains representations and warranties and certain indemnifications to allocate risks between the
parties, subject to certain caps and limitations.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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 (i) the Company
does not receive regulatory or other consents or approvals on a timely basis or approvals are subject to conditions that are not
anticipated, (ii) modifications to the
terms of the transaction may be required in order to obtain or satisfy such approvals or
conditions, (iii) the transaction does not close or there are changes in the anticipated timing for closing the transaction, (iv)
there are difficulties, delays or unexpected costs in separating the reverse mortgage business from the consumer banking business
of the Company, (v) business disruption during the pendency of or following the transaction, including diversion of management
time, (vi) CIT is unsuccessful in implementing
its strategy and business plan, (vii) CIT
is unable to react to and address key business and regulatory issues, (viii) CIT is unable to achieve the projected revenue growth
from its new business initiatives or the projected expense reductions from efficiency improvements, or (ix) 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.
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.
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CIT GROUP INC.
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(Registrant)
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By:
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/s/ John Fawcett
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John Fawcett
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Executive Vice President & Chief Financial Officer
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Dated:
October 6, 2017
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