-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8eQR9+4OTsrkGPf8zdKPdq7EQAsaT3Pxnw3LUvbWIpG30L4CV1eIXZJ6UCI/2p7 Ma8d6COxRlcXPsgRGQU22g== 0000891092-10-003463.txt : 20100816 0000891092-10-003463.hdr.sgml : 20100816 20100816170126 ACCESSION NUMBER: 0000891092-10-003463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100816 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100816 DATE AS OF CHANGE: 20100816 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31369 FILM NUMBER: 101020715 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 8-K 1 e39754_8k.htm CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 16, 2010

Date of Report (Date of earliest event reported)

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware
001-31369
65-1051192
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)    

505 Fifth Avenue
New York, New York 10017

(Address of principal executive offices, including zip code)

(212) 771-0505

(Registrant's telephone number, including area code)

Not Applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 8 – Other Events.

Item 8.01 Other Events.

This Current Report on Form 8-K includes as exhibits the Notice Date Reports (the “Reports”) furnished to noteholders for the quarter ended June 30, 2010 under Section 7.15(e) of:

     (i) the First Supplemental Indenture dated as of December 10, 2009 among CIT Group Inc. (“CIT”), as Issuer, the Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series A Parent Collateral Agent and Series A Subsidiary Collateral Agent, supplementing the Indenture dated as of December 10, 2009 between CIT Group Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Series A Indenture”); and

     (ii) the First Supplemental Indenture dated as of December 10, 2009 among CIT Group Funding Company of Delaware LLC, as Issuer, CIT Group Inc. and the Other Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series B Parent Collateral Agent and Series B Subsidiary Collateral Agent, supplementing the Indenture dated as of December 10, 2009 between CIT Group Funding Company of Delaware LLC, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Series B Indenture” and, together with the Series A Indenture, the “Indentures”).

The Reports set forth, among other things, the June 30, 2010 balances required to be reported under the cash sweep provisions of the Indentures. Copies of the Reports are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. In accordance with the cash sweep provisions of the Indentures, no payment is required to be made under the cash sweep provisions of the Indentures for the quarter ended June 30, 2010.

CIT previously provided a description of the cash sweep provisions in the Indentures on pages 76 and 77 of its Annual Report on Form 10-K for the year ended December 31, 2009 that was filed with the United States Securities and Exchange Commission (the “Commission”) on March 16, 2010. A description of the cash sweep provisions of the Indentures is attached as Exhibit 99.3 to this report. The description included in this report is derived from that set forth in CIT’s Annual Report on Form 10-K and is qualified in its entirety by the terms of the Indentures.

For further reference, the Series A Indenture was attached as Exhibit 4.1 and Exhibit 4.2, and the Series B Indenture was attached as Exhibit 4.3 and Exhibit 4.4, to CIT’s Current Report on Form 8-K filed with the Commission on December 16, 2009.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

   (d)     

Exhibits

     
   

The following exhibits are filed or furnished herewith:

       
    99.1     

Notice Date Report for Quarter Ended June 30, 2010 (Series A Indenture).

       
    99.2     

Notice Date Report for Quarter Ended June 30, 2010 (Series B Indenture).

       
    99.3     

Description of Cash Sweep and Required Cash Sweep Payments.

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond CIT’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this document that are not

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clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. Economic, business, funding, market, competitive and/or regulatory factors, among others, affecting CIT’s businesses are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these factors are described in CIT’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. CIT is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  CIT GROUP INC.
 
Dated: August 16, 2010 By:
/s/ Glenn A. Votek

    Name: Glenn A. Votek
    Title: Executive Vice President & Treasurer

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EXHIBIT INDEX

Exhibit Number Description
   
99.1 Notice Date Report for Quarter Ended June 30, 2010 (Series A Indenture).
   
99.2 Notice Date Report for Quarter Ended June 30, 2010 (Series B Indenture).
    
99.3 Description of Cash Sweep and Required Cash Sweep Payments.

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EX-99.1 2 e39754ex99_1.htm NOTICE DATE REPORT

EXHIBIT 99.1

CIT Group Inc.

NOTICE DATE REPORT
(Series A Indenture)

Set forth below is the Notice Date Report for the Quarter ended June 30, 2010, under Section 7.15 (e) of the First Supplemental Indenture between CIT Group Inc., as Issuer, the Guarantors named herein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series A Parent Collateral Agent and Series A Subsidiary Collateral Agent, dated as of December 10, 2009

1. Sweep Cash Amount* for the quarter ended June 30, 2010
$   812,059,974
 
2. Other Available Cash* as of June 30, 2010
     $5,819,327,655
 
3a. Payments made during the quarter ended June 30, 2010 on obligations that were Time-To-Fund (TTF) Requirements*
     $5,317,482,752
 
3b. Payments made during the quarter ended June 30, 2010 on Qualified Debt Obligations*
     $3,179,996,080
 
3c. The projected amounts of TTF payments for the 12-month period ending June 30, 2011. (See notes 1 & 2 below)
     $4,592,855,240
 
4a. Permitted Bank Investments* made from sweep accounts during the quarter ended June 30, 2010
     $                     0
 
4b. Required Bank Investments* made from sweep accounts during the quarter ended June 30, 2010
        $                     0
 
4c. Required Bank Investments* made from Other Available Cash* during the quarter ended June 30, 2010
     $     21,195,319
 
5. Business Reinvestments* made from sweep accounts during the quarter ended June 30, 2010
        $                     0
 
6. Payments made or required to be made to repay or repurchase indebtedness outstanding under the 1st Lien Facility, Series A Notes or Series B Notes, as applicable, during the quarter ended September 30, 2010. (See note 2 below)
     $1,462,711,236
   
7. Cash sweep payment required (i.e., “Available Sweep Amount”) for the quarter ended June 30, 2010
     $                     0

* As defined under the Series A Indenture.

Note 1: Amount does not include the $1.008 billion voluntary prepayment of the 1st Lien Facility on 8/11/10.

Note 2: Amount does not include the $3.0 billion cash-less refinancing of the 1st Lien Facility on 8/11/10.

/s/ Mark A. Carlson               
SVP & Assistant Treasurer
CIT Group Inc.


EX-99.2 3 e39754ex99_2.htm NOTICE DATE REPORT

EXHIBIT 99.2

CIT Group Funding Company of Delaware LLC

NOTICE DATE REPORT
(Series B Indenture)

Set forth below is the Notice Date Report for the Quarter ended June 30, 2010, under Section 7.15 (e) of the First Supplemental Indenture between CIT Group Funding Company of Delaware LLC, as Issuer, CIT Group Inc. and the Other Guarantors named herein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series B Parent Collateral Agent and Series B Subsidiary Collateral Agent, dated as of December 10, 2009

1. Sweep Cash Amount* for the quarter ended June 30, 2010
$   812,059,974
 
2. Other Available Cash* as of June 30, 2010
     $5,819,327,655
 
3a. Payments made during the quarter ended June 30, 2010 on obligations that were Time-To-Fund (TTF) Requirements*
     $5,317,482,752
 
3b. Payments made during the quarter ended June 30, 2010 on Qualified Debt Obligations*
     $3,179,996,080
 
3c. The projected amounts of TTF payments for the 12-month period ending June 30, 2011. (See notes 1 & 2 below)
     $4,592,855,240
 
4a. Permitted Bank Investments* made from sweep accounts during the quarter ended June 30, 2010
     $                     0
 
4b. Required Bank Investments* made from sweep accounts during the quarter ended June 30, 2010
      $                     0
 
4c. Required Bank Investments* made from Other Available Cash* during the quarter ended June 30, 2010
     $     21,195,319
 
5. Business Reinvestments* made from sweep accounts during the quarter ended June 30, 2010
       $                     0
 
6. Payments made or required to be made to repay or repurchase indebtedness outstanding under the 1st Lien Facility, Series A Notes or Series B Notes, as applicable, during the quarter ended September 30, 2010. (See note 2 below)
  $1,462,711,236
    
7. Cash sweep payment required (i.e., “Available Sweep Amount”) for the quarter ended June 30, 2010
     $                     0

* As defined under the Series B Indenture.

Note 1: Amount does not include the $1.008 billion voluntary prepayment of the 1st Lien Facility on 8/11/10.

Note 2: Amount does not include the $3.0 billion cash-less refinancing of the 1st Lien Facility on 8/11/10.

/s/ Mark A. Carlson                                                
SVP & Assistant Treasurer
CIT Group Funding Company of Delaware LLC


EX-99.3 4 e39754ex99_3.htm DESCRIPTION OF CASH SWEEP

EXHIBIT 99.3

Description of Cash Sweep and Required Cash Sweep Payments

CIT is required to use certain cash collections to repay its first lien facility (the “1st Lien Facility”) and notes under the Series A Indenture and the Series B Indenture (the “Second Lien Notes” and, together with the 1st Lien Facility, the “Secured Debt”) on an accelerated basis (the “Cash Sweep”). Subject to certain exceptions and reserving for payment of certain expenses, each Restricted Subsidiary (generally any subsidiary other than a regulated subsidiary, joint venture, special purpose entity, or immaterial subsidiary) must deposit at least monthly certain cash it generates into designated accounts (collectively “Sweep Accounts”).

The amount of the Cash Sweep (which is defined as the “Sweep Cash Amount” in the Indentures) is calculated using a percentage for each business unit’s freely transferable cash collections from owned assets held in Restricted Subsidiaries, after deducting (i) operating expenses incurred in the ordinary course of business, (ii) costs of servicing, (iii) payments of debt service (including securitizations, conduits, total return swaps, or secured debt) or payments required under operating leases in the Transportation Finance business segment, and (iv) cash held in restricted accounts or for third parties (including securitizations or other similar transactions).

Freely transferable cash does not include cash collections received by regulated subsidiaries, by special purpose entities under securitizations or other similar transactions or by entities outside the U.S., if repatriation would violate law or result in an adverse tax or regulatory issue. The applicable percentage for each of the Corporate Finance, Student Lending, Rail and Aerospace businesses is 100% of freely transferable cash collections. The applicable percentage for each of the Trade Finance, U.S. Vendor Finance and Small Business Lending businesses is 0% for the period prior to any platform transfer of the applicable business into CIT Bank, and 100% of collections generated by assets remaining at the bank holding company (net of amounts owed to clients for Trade Finance) after any such platform transfer. The amount calculated must be deposited monthly into the Sweep Accounts.

CIT may use amounts in the Sweep Accounts:

(a)     

to pay obligations under the Secured Debt,

   
(b)     

to make investments in CIT Bank or any regulated subsidiary required by, or necessary or prudent under, federal banking laws or other domestic or foreign laws or regulations, or required by any governmental authority or pursuant to any governmental approval, waiver, consent, stipulation, agreement or commitment (“Required Bank Investment”); provided that CIT does not have available cash outside the Sweep Accounts, or

   
(c)     

if no default or event of default has occurred and is continuing, and if CIT does not have available cash of more than $500 million outside the Sweep Accounts:

         
  (i)     

to make payments for contractual commitments to purchase aerospace and railcar assets existing on October 12, 2009, net of any committed financing, and (subject to certain exceptions) to make required payments on certain qualified debt, for the succeeding twelve month period, and to build a reserve of 50% of future obligations under committed and undrawn credit lines where CIT or a Restricted Subsidiary is lead agent (“TTF Requirements”),

      
  (ii)     

to make (A) a short term loan or advance (12 months or less) to any regulated subsidiary related to a platform transfer, or (B) investments in regulated subsidiaries of up to $400 million in any yearly period (“Permitted Bank Investments”),

      
  (iii)     

to pay scheduled payments on qualified debt,




     (iv)     

to bring other available cash outside the Sweep Accounts up to $500 million or

     
  (v)     

to invest not more than (A) $500 million in the aggregate during any twelve month period in the Corporate Finance, Rail Finance and Aerospace Finance businesses, plus (B) an amount equal to the aggregate of contractual commitments existing on October 12, 2009 to fund Corporate Finance assets (“Business Reinvestments”).

CIT is required to make quarterly payments of the Available Sweep Amount, and to use commercially reasonable efforts (taking into account near-term obligations and liquidity sources) to apply any Excess Cash Sweep Amounts to repay obligations under the Secured Debt (including purchases of notes in open-market transactions).

“Available Sweep Amount” for any applicable quarter equals (a) the Cash Sweep amount at the end of the quarter plus other available cash in excess of $500 million minus (b) the sum of (i) TTF Requirements, (ii) Permitted Bank Investments which are both allowed and expected to be made, (iii) Required Bank Investments which will be made, and (iv) the amount of Business Reinvestments permitted in the next twelve months.

“Excess Cash Sweep Amounts” for any quarter equals (a) the Cash Sweep amount at the end of the quarter minus (b) the sum of (i) $1.5 billion and (ii) the Available Sweep Amount payable.


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