Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with
and into CIT, with CIT as the surviving entity (the "First-Step Merger"), and on
Immediately following the Mergers,
Under the terms of the Merger Agreement, at the effective time of the First-Step
Merger (the "Effective Time"), each share of common stock, par value
At the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative
Perpetual Preferred Stock, Series A, par value
At the Effective Time, (i) each restricted stock unit award or performance stock unit award in respect of shares of CIT Common Stock, including any deferred restricted stock unit award (each, a "CIT Award") outstanding prior to the Effective Time, other than a CIT Director RSU Award (defined below), automatically converted into a restricted stock unit in respect of a number of shares of First Citizens Common Stock (a "First Citizens Award") equal to (a) the number of shares of CIT Common Stock subject to such CIT Award immediately prior to the Effective Time based on target level performance multiplied by (b) the Exchange Ratio, and such First Citizens Award will be subject to the same terms and conditions applicable to the existing CIT Award (except, in the case of performance stock unit awards, for any performance goals or metrics), and (ii) each restricted stock unit award in respect of shares of CIT Common Stock that (a) was outstanding and unvested immediately prior to the Effective Time, (b) was held by a member of the Board of Directors of CIT, (c) automatically vested upon the Effective Time in accordance with its terms, and (d) was not subject to a deferral election (each, a "CIT Director RSU Award") automatically converted into the right to receive the Merger Consideration. . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Mergers, CIT no longer fulfills the listing requirements of
the
Additionally, CIT intends to file with the
Item 3.03. Material Modification to Rights of Security Holders
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the
Effective Time, (i) each outstanding share of CIT Common Stock (other than
shares held by CIT or First Citizens) was converted into the right to receive
0.06200 shares of First Citizens Common Stock, (ii) holders of CIT Common Stock
became entitled to receive cash in lieu of fractional shares, (iii) each share
of CIT Series A Preferred Stock and CIT Series B Preferred Stock was converted
into the right to receive one share of a newly created series of First Citizens
Series B Preferred Stock and First Citizens Series C Preferred Stock,
respectively, having such rights, preferences, privileges and voting powers, and
limitations and restrictions, taken as a whole, that are not materially less
favorable to the holders thereof than the rights, preferences, privileges and
voting powers, and limitations and restrictions, taken as a whole, of the CIT
Series A Preferred Stock and the CIT Series B Preferred Stock, respectively
(taking into account (a) that CIT did not survive the consummation of the
Mergers and (b) any adjustment to the right of optional redemption by First
Citizens that is reasonably necessary to obtain Tier 1 Capital treatment from
the
The information set forth under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
On
The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the consummation of the Mergers, and pursuant to the terms of the
Merger Agreement, CIT's directors and executive officers ceased serving as
directors and executive officers of CIT. At the Effective Time,
3
--------------------------------------------------------------------------------
Effective upon the consummation of the Mergers and in accordance with the Merger
Agreement, the board of directors of First Citizens took action to expand the
size of the board of First Citizens to fourteen (14). To fill the resulting
vacancies, the following individuals, each of whom was a member of the board of
directors of CIT immediately prior to the consummation of the Mergers, were
appointed to the board of directors of First Citizens and of FCB:
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, datedOctober 15, 2020 , by and among First Citizens, FCB, Merger Sub, and CIT (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by CIT onOctober 20, 2020 ) 2.2 Amendment No. 1, datedSeptember 30, 2021 , to the Agreement and Plan of Merger, datedOctober 15, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CIT onSeptember 30, 2021 ) 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) 4
--------------------------------------------------------------------------------
© Edgar Online, source