Item 2.02. Results of Operations and Financial Condition.
This Current Report on Form 8-K includes as an exhibit a press release, dated
Item 7.01. Regulation FD Disclosure.
In addition, this Form 8-K includes a copy of the Company's presentation to
analysts and investors of its financial results for the quarter ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release issued byCIT Group Inc. onOctober 16, 2020 reporting its financial results as of and for the quarter endedSeptember 30, 2020 . 99.2 Presentation byCIT Group Inc. onOctober 16, 2020 regarding its financial results for the quarter endedSeptember 30, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding the financial
condition, results of operations, business plans and future performance of First
Citizens BancShares, Inc. ("First Citizens") and
Because forward-looking statements relate to future results and occurrences,
they are subject to inherent risks, uncertainties, changes in circumstances and
other factors that are difficult to predict. Many possible events or factors
could affect First Citizens' and/or CIT's future financial results and
performance and could cause the actual results, performance or achievements of
First Citizens and/or CIT to differ materially from any anticipated results
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among others, (1) the risk that the cost savings, any
revenue synergies and other anticipated benefits of the proposed merger may not
be realized or may take longer than anticipated to be realized, including as a
result of the impact of, or problems arising from, the integration of the two
companies or as a result of the condition of the economy and competitive factors
in areas where First Citizens and CIT do business, (2) disruption to the
parties' businesses as a result of the announcement and pendency of the proposed
merger and diversion of management's attention from ongoing business operations
and opportunities, (3) the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the definitive merger agreement between First Citizens and CIT, (4)
the risk that the integration of First Citizens' and CIT's operations will be
materially delayed or will be more costly or difficult than expected or that
First Citizens and CIT are otherwise unable to successfully integrate their
businesses, (5) the failure to obtain the necessary approvals of the
stockholders of First Citizens and/or CIT, (6) the outcome of any legal
proceedings that may be instituted against First Citizens and/or CIT, (7) the
failure to obtain required governmental approvals (and the risk that such
approvals may result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the proposed transaction), (8)
reputational risk and potential adverse reactions of First Citizens' and/or
CIT's customers, suppliers, employees or other business partners, including
those resulting from the announcement or completion of the proposed merger, (9)
the failure of any of the closing conditions in the definitive merger agreement
to be satisfied on a timely basis or at all, (10) delays in closing the proposed
merger, (11) the possibility that the proposed merger may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events, (12) the dilution caused by First Citizens' issuance of additional
shares of its capital stock in connection with the proposed merger, (13) general
competitive, economic, political and market conditions, (14) other factors that
may affect future results of CIT and/or First Citizens including changes in
asset quality and credit risk, the inability to sustain revenue and earnings
growth, changes in interest rates and capital markets, inflation, customer
borrowing, repayment, investment and deposit practices, the impact, extent and
timing of technological changes, capital management activities, and other
actions of the
Except to the extent required by applicable law or regulation, each of First
Citizens and CIT disclaims any obligation to update such factors or to publicly
announce the results of any revisions to any of the forward-looking statements
included herein to reflect future events or developments. Further information
regarding First Citizens, CIT and factors which could affect the forward-looking
statements contained herein can be found in First Citizens' Annual Report on
Form 10-K for the fiscal year ended
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Additional Information and Where to Find It
First Citizens intends to file a registration statement on Form S-4 with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING FIRST CITIZENS, CIT, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
Participants in Solicitation
First Citizens, CIT, and certain of their respective directors and executive
officers may be deemed participants in the solicitation of proxies from the
stockholders of each of First Citizens and CIT in connection with the proposed
merger under the rules of the
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