VTG Aktiengesellschaft (DB:VT9) entered into a definitive agreement to acquire NACCO S.A.S. from CIT Group Inc. (NYSE:CIT) for €1 billion on June 30, 2017. As part of the agreement, VTG Aktiengesellschaft will acquire NACCO for a purchase price of €780 million, plus all investments made by the NACCO Group in rail freight cars between January 1, 2017 and closing date which will sum up to €140 million and an assumption of existing net debt of approximately €120 million. VTG Aktiengesellschaft intends to finance the transaction via a senior loan of up to €375 million, a privately placed hybrid bond of approximately €300 million and the utilization of an existing senior loan of approximately €80 million. The transaction is subject to customary closing conditions, consents and approvals, in particular, the clearance of the transaction by the competent antitrust authorities and Austrian regulatory approval. As on January 30, 2018, VTG Aktiengesellschaft offered to part ways with 30% of the targeted 14,000 Nacco wagons to get the approval from antitrust. As of March 21, 2018, the deal was approved by the Bundeskartellamt with the condition that a substantial part of the NACCO is to be sold to an independent third company. As of March 21, 2018, The Federal Cartel Office conditionally approved the takeover. As of March 27, 2018, VTG Aktiengesellschaft expects the decision of the Austrian regulator by the end of March 2018. On April 3, 2018, the Austrian Antitrust Court approved the acquisition and as of April 3, 2018, the transaction has been approved by all relevant parties. The transaction was expected to be closed in the fourth quarter 2017. As of November 17, 2017, the deal is expected to be completed in the first quarter of 2018. As of January 25, 2018, the deal is now expected to be completed in the second half of 2018. As on August 13, 2018, an agreement has been signed for a consortium of leasing company Wascosa and Hamburg-based investor Aves One to buy about 30% of Nacco Group's wagon leasing activities and assets. As on October 1, 2018, a bidding consortium comprising railcar leasing firm Wascosa AG (Lucerne, Switzerland) and publicly traded Aves One AG (Hamburg) had already purchased those parts of the Nacco Group that needed to be sold to comply with conditions imposed by the German and Austrian antitrust authorities.

Thomas Lappe, Howard Kleiman, Jean-Patrice Labautière, Nicolas Roggel, Christine Artus, Tom Wallace, Caroline Ledoux, Giles Bavister, Claude-Etienne Armingaud, Bertrand Dussert, Bastian Bongertz, Mounir Leytaf, Adeline Roboam, Andreas Menge, Caroline Urban and Arthur Anton of K&L Gates LLP, Daniela Favoccia, Wolfgang Groß, Johannes Tieves, Peter Dampf, Annette Petow, Sebastian Schneider, Alf-Henrik Bischke, Vera Jungkind, Markus Ernst, Patrick H. Wilkening, Katharina Hesse, Radmila Petrovic, Maximilian Brambring, Marco Mâallem, Tobias Bieber, Marius Marx, Alla Drößler, Miriam Peter and Sebastian Heinrichs of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB, Raoul Hoffer of BINDER GRÖSSWANG Rechtsanwälte GmbH and Rainer Velte, Beatrice Stange and Michael Vetter of Heuking Kühn Lüer Wojtek acted as legal advisors for VTG Aktiengesellschaft. Douglas Getter, Giovanni Russo, Philipp Butler, Marc Stapelton and Charles Wynn Evans of Dechert Llp acted as legal advisor for CIT Group Inc. Marc Riede of CMS Hasche Sigle acted as legal advisor for Crédit Agricole. Dennis Heuer, Grégoire Karila and Jochen Artzinger-Bolten of White & Case acted as legal advisor for creditors of hybrid bond. Tim Boxell and Sarah Lee of Slaughter and May acted as legal advisors to VTG Aktiengesellschaft. Sophie Cornette de Saint Cyr, Jing Wei, Julien Sanciet, Raphaëlle Courtier and Charlotte Bonsch of Bredin Prat & Associes acted as legal advisors to VTG Aktiengesellschaft. Credit Agricole Corporate And Investment Bank, New York Branch acted as financial advisor for CIT Group.

VTG Aktiengesellschaft (DB:VT9) completed the acquisition of NACCO S.A.S. from CIT Group Inc. (NYSE:CIT) on October 4, 2018. A portion of the proceeds will be used to further optimize CIT's funding profile, including redeeming the U.S. railcar securitization, terminating the total return swap facility, and repaying additional outstanding unsecured company debt. The balance of the proceeds will be used to return capital to shareholders and for general corporate purposes.