0001140361-22-001725.txt : 20220114 0001140361-22-001725.hdr.sgml : 20220114 20220114162042 ACCESSION NUMBER: 0001140361-22-001725 CONFORMED SUBMISSION TYPE: 15-15D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220114 DATE AS OF CHANGE: 20220114 EFFECTIVENESS DATE: 20220114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0001171825 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 651051192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 15-15D SEC ACT: 1934 Act SEC FILE NUMBER: 333-201417 FILM NUMBER: 22532102 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 15-15D 1 brhc10032660_15-15d.htm 15-15D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 15
 
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 333-201417
 
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
 
c/o First Citizens BancShares, Inc.
4300 Six Forks Road
Raleigh, North Carolina 27609
(919) 716-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
 (Title of each class of securities covered by this Form)
 
N/A
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
 
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 
Rule 12g-4(a)(1)
☐
  
 
Rule 12g-4(a)(2)
☐
  
 
Rule 12h-3(b)(1)(i)
☒
  
 
Rule 12h-3(b)(1)(ii)
☐
  
 
Rule 15d-6
☐
  
 
Rule 15d-22(b)
☐
  
 
Approximate number of holders of record as of the certification or notice date:
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A:  0

EXPLANATORY NOTE
 
On October 15, 2020, First Citizens BancShares, Inc. (“First Citizens”) and CIT Group Inc. (“CIT”) entered into an Agreement and Plan and Merger, as amended by Amendment No. 1, dated September 30, 2021 (as amended, the “Merger Agreement”), by and among First Citizens, First-Citizens Bank & Trust Company, a North Carolina chartered commercial bank and direct, wholly owned subsidiary of the First Citizens (“FCB”), FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, a Delaware corporation and the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). On January 3, 2022, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into CIT, with CIT surviving (the “First-Step Merger”). Immediately following the First-Step Merger, CIT merged with and into FCB, with FCB surviving (the “Second-Step Merger”). Following completion of the Second-Step Merger, CIT Bank then merged with and into FCB, with FCB surviving (such transaction, together with the First-Step Merger and the Second-Step Merger collectively referred to as the “Merger”). In connection with the Merger, FCB assumed certain obligations of CIT under the securities covered by this Form 15.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, First Citizens BancShares, Inc., as successor by merger to CIT Group Inc., has duly caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
 
Date: January 14, 2022
FIRST CITIZENS BANCSHARES, INC.
 
as successor by merger to CIT Group Inc.
   
 
By:
/s/ Craig L. Nix
 
Name:
Craig L. Nix
 
Title:
Chief Financial Officer