Exhibit 4.10
DESCRIPTION OF CAPITAL STOCK
A brief summary of some of the provisions of our Fourth Restated Certificate of Incorporation, Amended and Restated By-Laws and relevant sections of the Delaware General Corporation Law (“DGCL”) is set forth below. The description is qualified in its entirety by reference to our Fourth Restated Certificate of Incorporation and our Amended and Restated By-Laws that are filed as exhibits or incorporated by reference to the Form 10-K of which this Exhibit is a part. The following description of our capital stock and provisions of our Fourth Restated Certificate of Incorporation and our Amended and Restated By-Laws is only a summary of such provisions and instruments, does not purport to be complete. As used in this Summary, the terms “CIT Group Inc.,” “CIT,” the “Company,” “we,” “our,” “us” and other similar references refer only to CIT Group Inc. and not to any of its subsidiaries.
Authorized Capital Stock
Our authorized capital stock consists of 700,000,000 shares, including: (i) 600,000,000 shares of our common stock, $0.01 par value per share, and (ii) 100,000,000 shares of preferred stock, $0.01 par value per share. The number of authorized shares of capital stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of a majority of stockholders entitled to vote voting together as a single class.
Common Stock
The following is a brief summary of some of the terms of the Common Stock. For a more complete description of the terms of the common stock, see the Fourth Restated Certificate of Incorporation and the Restated By-Laws of CIT Group Inc.
Dividends | Subject to preferences that may be applicable to any outstanding shares of preferred stock that our Board of Directors may create, from time to time, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of funds legally available therefor if our Board of Directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our Board of Directors may determine. |
Liquidation Rights | Upon the liquidation, dissolution or winding-up of our Company, the holders of our common stock are entitled to receive their ratable share of the net assets of our Company available after payment of all debts and other liabilities, subject to the prior preferential rights and payment of liquidation preferences, if any, of any outstanding shares of preferred stock. |
Preemptive, Redemption, and Conversion Rights | The holders of our common stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to our common stock. |
Stockholders Agreement
Concurrent with our entry into the Agreement and Plan of Merger in 2014 to acquire OneWest Bank, N.A., we entered into a Stockholders Agreement with holders of OneWest common stock (the “OneWest Holders”), who collectively own over 90% of OneWest’s common interests. Pursuant to the Stockholders Agreement, the OneWest Holders agreed not to, directly or indirectly, without the Company’s written consent, (i) form a “group” with other OneWest Holders with respect to any of our voting securities, (ii) otherwise act with other OneWest Holders to seek to control or influence our Board of Directors or management or policies, (iii) publicly disclose any intention or plan prohibited by or inconsistent with (i) and (ii), (iv) transfer any shares of our common stock received in the merger for 90 days following the closing of the merger, subject to certain exceptions, (v) transfer more than half of each OneWest Holder’s shares of our common stock received in the merger for 180 days following the closing of the merger,
subject to certain exceptions, or (vi) transfer any shares of our common stock received in the merger to a person or group who, to the knowledge of such OneWest Holder, would beneficially own 5% or more of the outstanding common stock following such transfer, subject to certain exceptions. The restrictions on each OneWest Holder remain in effect until such OneWest Holder owns 20% or less of the shares of our common stock received by such OneWest Holder in the merger.
Pursuant to the Stockholders Agreement, within 90 days following the closing of the merger, we were required to file one or more registration statements with the SEC covering the public resale of common stock beneficially owned by the OneWest Holders (the “registrable securities”). Following such 90th day after the closing of the merger, the OneWest Holders holding a majority of the then outstanding registrable securities may request that we effect an underwritten offering of the registrable securities (a “takedown request”). We will not be obligated to effect more than one takedown request. If we are no longer eligible to use an automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933 (the “Securities Act”) following such 90th day after the closing of the merger, the OneWest Holders holding a majority of the then outstanding registrable securities may request that we file a registration statement and effect an underwritten offering of the registrable securities (a “demand registration”). We will not be obligated to effect more than one demand registration. In addition, following such 90th day after the closing of the merger, the OneWest Holders will have certain “piggyback” registration rights, pursuant to which they will be entitled to register the resale of its registrable securities alongside any offering of our common stock or other equity interests that we may undertake. The amount of securities we may offer may be subject to “cutback” in certain such registered offerings. These registration rights may be transferred by the OneWest Holders to any person or group to which transfer is permitted under the Stockholders Agreement. We will be responsible for the expenses associated with any sale under the agreement by the OneWest Holders, except for their legal fees and underwriting discounts, selling commissions and transfer taxes applicable to such sale. We agreed to indemnify the OneWest Holders in connection with certain Securities Act and Securities Exchange Act of 1934 (the “Exchange Act”) liabilities. The Stockholders Agreement will terminate at such time as no registrable securities remain outstanding.
Series B Preferred Stock
The following is a brief summary of material terms of the Series B Preferred Stock. For a more complete description of the terms of the Series B Preferred Stock, see the Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series B of CIT Group Inc. that is filed as an exhibit or incorporated by reference to the Form 10-K of which this Exhibit is a part.
Securities | 8,000,000 shares of our 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, with a liquidation preference of $25 per share (“Series B Preferred Stock”). We reserve the right to re-open this series of preferred stock and issue additional shares of the Series B Preferred Stock either through public or private sales at any time and from time to time. The additional shares would form a single series with the Series B Preferred Stock. |