sc13dza

0000950123-10-078147.txt : 20100817 0000950123-10-078147.hdr.sgml : 20100817 20100816173926 ACCESSION NUMBER: 0000950123-10-078147 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100817 DATE AS OF CHANGE: 20100816 GROUP MEMBERS: CIT HEALTHCARE LLC GROUP MEMBERS: CIT REAL ESTATE HOLDING CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Care Investment Trust Inc. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82950 FILM NUMBER: 101021252 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-771-0505 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0001171825 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 651051192 STATE OF INCORPORATION: DE FISCAL YEAR END: 0812 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP INC DEL DATE OF NAME CHANGE: 20020422 SC 13D/A 1 y03843sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Care Investment Trust Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

141657 10 6

(CUSIP Number)

CIT Group Inc.
505 Fifth Avenue, 6th Floor
New York, New York 10017
(212) 771-0505

CIT Healthcare LLC
505 Fifth Avenue, 6th Floor
New York, New York 10017
(212) 771-0505

CIT Real Estate Holding Corporation
505 Fifth Avenue, 6th Floor
New York, New York 10017
(212) 771-0505

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 13, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		2		of		7	Pages


1	NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CIT Real Estate Holding Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		3		of		7	Pages


1	NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CIT Healthcare LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		4		of		7	Pages


1	NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CIT Group Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		5		of		7	Pages

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed on October 2, 2008 (the “Schedule 13D”) on behalf of (i) CIT Real Estate Holding Corporation (“CIT Holding”), (ii) CIT Healthcare LLC (“CIT Healthcare”) and (iii) CIT Group Inc. (“CIT Group”), by virtue of its 100% ownership of CIT Holding and CIT Healthcare. Capitalized terms not otherwise defined herein shall have the meanings assigned to them on the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

This Amendment No. 2 is being filed to report the tender of all shares of the Issuer held by CIT Holding and CIT Healthcare in the Issuer’s cash tender offer and the sale by CIT Healthcare of its warrants to purchase 435,000 shares of the Issuer’s Common Stock.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended by adding the following thereto:

On March 16, 2010, the Issuer entered into a purchase and sale agreement with Tiptree Financial Partners, L.P. (“Tiptree”) providing for the combination of an equity investment by Tiptree in newly issued Common Stock of the Issuer at $9.00 per share and a cash tender offer by the Issuer for up to all of its issued and outstanding shares of Common Stock also at $9.00 per share. The Tiptree equity investment and the associated tender offer are together referred to as the “Tiptree Transaction.”

Pursuant to the tender offer commenced by the Issuer, and as disclosed in the Tender Offer Statement on Schedule TO, dated as of July 15, 2010, the Issuer offered to purchase up to all of its outstanding shares of Common Stock at a price of $9.00 per share (the “Offer Price”) in cash upon the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase, dated July 15, 2010. On August 13, 2010, the tender offer was consummated and the Issuer accepted for payment all shares that were properly tendered and not properly withdrawn.

CIT Holding and CIT Healthcare, each tendered all of their 6,981,350 shares and 607,690 shares, respectively, of the Issuer’s Common Stock in the tender offer at the Offer Price. The tender offer closed at 12:00 p.m., New York time on August 13, 2010 and the shares were accepted for payment by the Issuer on August 13, 2010.

On March 16, 2010, in connection with the Tiptree Transaction, CIT Healthcare entered into a warrant purchase agreement (the “Warrant Purchase Agreement”) with Tiptree, pursuant to which CIT Healthcare agreed to sell its warrants (the “Warrants”) to purchase 435,000 shares of the Issuer’s Common Stock at $17.00 per share, exercisable through September 30, 2018, to Tiptree for $100,000. On August 13, 2010, CIT Healthcare consummated the sale of the Warrants to Tiptree.

Other than as described above, neither CIT Group, CIT Holding nor CIT Healthcare has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of this Statement.

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		6		of		7	Pages

Item 5. Interest in Securities of Issuer.

Item 5 is hereby amended by replacing Item 5 in its entirety with the following:

(a)-(b) Information as to share ownership and voting and dispositive power: Incorporated by reference from numbers 7-13 of pages two through four of this Amendment No. 2 to Schedule 13D.

(c) Transactions within last sixty days or since the most recent filing of Schedule 13D: The information set forth in Item 4 above is incorporated herein by reference.

(d) Other persons with rights to receive dividends or proceeds from sale: None.

(e) Date on which reporting person ceased to be a beneficial owner of more than five percent: On August 13, 2010, each of CIT Group, CIT Holding and CIT Healthcare ceased to be a beneficial owner of more than five percent of the Issuer’s securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The description of the Warrant Purchase Agreement as set forth in Item 4 above is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

Item 7 is amended and supplemented to include the following:


Exhibit
Number		Exhibit

Exhibit 7.		Warrant Purchase Agreement, dated March 16, 2010, between CIT Healthcare LLC and Tiptree Financial Partners, L.P.

SCHEDULE 13D


CUSIP No.		141657 10 6		Page		7		of		7	Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.


		August 16, 2010

		CIT REAL ESTATE HOLDING CORPORATION

		/s/ James P. Shanahan
		By:		James P. Shanahan
		Title:		Senior Vice President and Assistant Secretary

		August 16, 2010

		CIT HEALTHCARE LLC

		/s/ James P. Shanahan
		By:		James P. Shanahan
		Title:		Senior Vice President and Assistant Secretary

		August 16, 2010

		CIT GROUP INC.

		/s/ James P. Shanahan
		By:		James P. Shanahan
		Title:		Senior Vice President and Assistant Secretary

EX-7 2 y03843exv7.htm EX-7 exv7

EXECUTION COPY

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT, dated as of March 16, 2010 (this “Agreement”), is made by and between CIT Healthcare LLC, a Delaware limited liability company (the “CIT”), and Tiptree Financial Partners, L.P., a Delaware limited partnership (“Tiptree”).

WHEREAS, on the date hereof, Tiptree entered into that certain Purchase and Sale Agreement, dated as of the date hereof (the “Purchase Agreement”), with Care Investment Trust Inc., a Maryland corporation (“CRE”), for the purchase by Tiptree of Company Common Stock on the terms and conditions set forth therein;

WHEREAS, capitalized terms used herein but not defined herein shall have the terms ascribed to them in the Purchase Agreement;

WHEREAS, the Sale Transaction to be consummated by Tiptree and CRE pursuant to the Purchase Agreement is scheduled to close on the Closing Date;

WHEREAS, pursuant to that certain Management Agreement, dated as of June 27, 2007, as amended by that certain Amendment No.1 to the Management Agreement, dated as of September 30, 2008, as further amended by that certain Amended and Restated Management Agreement, dated as of January 15, 2010 (the “Management Agreement”), CRE retained CIT to manage the business and investment affairs of CRE;

WHEREAS, pursuant to its managing the business and investment affairs of CRE pursuant to the Management Agreement, CIT acquired a warrant, dated September 30, 2008, to purchase 435,000 shares of Company Common Stock, par value $.001 per share, at an exercise price of $17.00 per share, subject to adjustment, a copy of which warrant is attached hereto as Exhibit A (the “CRE Warrants”); and

WHEREAS, in connection with the Sale Transaction, Tiptree desires to purchase from CIT, and CIT desires to sell to Tiptree, the CRE Warrants held by CIT upon the terms and subject to the conditions set out in this Agreement.

NOW THEREFORE, for good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Subject to Paragraph 3 below, on the Warrant Sale Closing Date, CIT, as the legal and beneficial owner of the CRE Warrants, agrees to sell, assign, transfer and set forth over to Tiptree all of CIT’s right, title and interest of every kind, nature and description in or to the Warrants and Tiptree agrees to purchase the CRE Warrants for $100,000 (the “CRE Warrant Sale”).

2. The closing of the CRE Warrant Sale (the “Warrant Sale Closing Date”) shall occur following the closing of the Sale Transaction, but no later than one (1) business day following the Closing Date. On the Warrant Sale Closing Date, CIT shall deliver to CRE (with a copy to Tiptree) a fully-executed original Assignment document in the form of Annex II to the

CRE Warrants and Tiptree shall send the purchase price of $100,000 to CIT by wire transfer in immediately available funds pursuant to instructions furnished by CIT.

3. It shall be a condition to the obligations of either party under Paragraph 1 and 2 above that the Closing of the Sale Transaction occurs in accordance with the terms and conditions of the Purchase Agreement (and, for the avoidance of doubt, Tiptree shall have no obligation to purchase the CRE Warrants, and CIT shall have no obligation to sell the CRE Warrants, if the Closing has not occurred prior to the Outside Date).

4. CIT represents and warrants as of the date hereof and as of the Warrant Sale Closing Date that:

It is duly organized and validly existing under the law of the jurisdiction of its organization or incorporation and, if relevant under such law, in good standing.

It has the power and authority to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and such other documentation and has taken all necessary action to authorize such execution, delivery and performance.

Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its property or any contractual restriction binding on or affecting it or any of its property.

All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

There is not pending or, to its knowledge, threatened against it or any of its subsidiaries any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement.

It owns, and has good and marketable title to, the CRE Warrants being sold hereby, and as of the Warrant Sale Closing Date the CRE Warrants will be

free and clear of all liens, claims and encumbrances, and it will not sell, transfer, assign or encumber any of its right, interest and title in the CRE Warrants prior to the sale of the CRE Warrants to Tiptree on the Warrant Sale Closing Date.

5. Tiptree represents and warrants as of the date hereof and as of the Warrant Sale Closing Date that:

It is duly organized and validly existing under the law of the jurisdiction of its organization or incorporation and, if relevant under such law, in good standing.

It is purchasing the CRE Warrants for investment purposes only and not with a view to resale or distribution.

6. Each party will from time to time execute and deliver such further documents and do such other acts as the other party may reasonably request in order to effect the purposes of this Agreement.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall be deemed to be one and the same instrument. Executed counterparts may be exchanged by facsimile or by email.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereof.


	CIT HEALTHCARE LLC

	By:
		Name:
		Title:

	TIPTREE FINANCIAL PARTNERS, L.P.

	By:
		Name:
		Title:

[Signature Page to Warrant Purchase Agreement]

EXHIBIT A
CRE Warrants