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
Date of Report (Date of earliest event reported):
August 30, 2011
CIT GROUP INC.
(Exact name of registrant as specified in its
charter)
| Delaware | 001-31369 | 65-1051192 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
11 W. 42nd
Street
New York, New York 10036
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including
area code: (212) 461-5200
(Former name or former 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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 – Other Events
Item 8.01. Other Events.
On August 30, 2011, CIT Group Inc. (“CIT”) delivered to Deutsche Bank Trust Company Americas (“Deutsche Bank”), as trustee, a notice of CIT’s intention to redeem on September 30, 2011 $1 billion of CIT’s 7% Series A Second Lien Notes maturing in 2014. The Series A Notes were issued on December 10, 2009 in connection with CIT Group Inc.’s reorganization.
As provided in the Indenture governing the Series A Notes, the Redemption Price will be 102.0% of the aggregate principal amount redeemed and the notes will be redeemed on a pro-rata basis among all of the 2014 Series A Notes. The redemption will be treated as a pro-rata pass-through distribution of principal. In addition, accrued and unpaid interest will be paid for the period beginning July 10, 2011 to but excluding September 30, 2011.
The aggregate principal amount of 2014 Series A Notes to be redeemed is $1 billion. CIT also announced that it had completed open market repurchases of approximately $400 million of Series A debt in August, including approximately $300 million of 2014 Series A Second Lien Notes and $100 million of 2017 Series A Second Lien Notes. Following this redemption and debt repurchase, approximately $464 million principal amount of the 2014 Series A Second Lien Notes will remain outstanding and approximately $3.1 billion principal amount of the 2017 Series A Second Lien Notes will remain outstanding.
A copy of the Notice to Deutsche Bank is attached as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Notice by CIT Group Inc. to Deutsche Bank Trust Company Americas dated August 30, 2011 announcing its intent to redeem $1 billion of Series A Notes on September 30, 2011. |
Forward-Looking Statement
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 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 Annual Report on Form 10-K for the year ended December 31, 2009. 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.
SIGNATURES
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. (Registrant) |
||||
| Date: September 1, 2011 | By: | /Scott Parker/ | ||
| Name: | Scott T. Parker | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
NOTICE OF OPTIONAL REDEMPTION
August 30, 2011
Deutsche Bank Trust Company Americas,
as Trustee
60 Wall Street, 26th Floor
New York, New York 10005
Facsimile: (212) 553-2460
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Reference is hereby made to the First Supplemental Indenture dated as of December 10, 2009 among CIT Group Inc., as Issuer (the “Company”), 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 (the “First Supplemental Indenture”), 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, together with the First Supplemental Indenture, collectively, the “Indenture”). Capitalized terms used but not otherwise defined herein, shall have the meaning assigned to such terms in the Indenture.
NOTICE IS HEREBY GIVEN TO THE TRUSTEE, pursuant to Section 11.2 of the Series A Indenture, of the Company’s election to effect an optional redemption of the Notes under Section 3.2 of the First Supplemental Indenture in the manner more fully described hereinbelow.
The Company hereby designates September 30, 2011 as the Redemption Date for the optional redemption of Notes to be made pursuant to this Notice of Optional Redemption.
On the above-referenced Redemption Date, the Company shall optionally redeem Notes in an aggregate principal amount of One Billion Dollars ($1,000,000,000.00) at a Redemption Price equal to one hundred two (102.0) percent of such aggregate principal amount.
The aggregate principal amount of Notes to be redeemed pursuant to this Notice of Optional Redemption shall consist of the principal amounts under the following series of Notes: One Billion Dollars ($1,000,000,000.00) in principal amount of the 2014 Notes (CUSIP No. 125581 FU7; ISIN No. US125581FU76). The authorized outstanding amount of the 2014 Notes is currently Two Billion Six Hundred Twenty Five Million Eleven Thousand Two Hundred Six Dollars ($2,625,011,206.00) and the current value amount of the 2014 Notes is currently One Billion Four Hundred Sixty Three Million Eight Hundred Ninety Four Thousand Nine Hundred Twenty Two and 17/100 Dollars ($1,463,894,922.17).
The optional redemption of 2014 Notes to be made pursuant to this Notice of Optional Redemption is a partial redemption thereof being processed through DTC. Please identify the optional redemption of 2014 Notes to be made pursuant to this Notice of Optional Redemption to DTC as being a redemption to be treated by DTC, in accordance with its rules and procedures, as a “Pro Rata Pass-Through Distribution of Principal”.
By its execution of this Notice of Optional Redemption, the Trustee hereby (y) waives (i) the requirement in Section 11.2 of the Series A Indenture that the Company give notice of its election to effect an optional redemption of Notes hereunder at least sixty (60) days prior to the above-referenced Redemption Date, and (ii) the requirement in Section 11.4 of the Series A Indenture that the Company give the Trustee at least 5 days’ prior notice of the date on which the Company requests the Trustee to give
Holders notice of the Company’s optional redemption of Notes hereunder; and (z) agrees with the Company that notice given pursuant to this Notice of Optional Redemption on the date hereof constitutes good and sufficient notice under each of the foregoing sections for purposes of the Company’s optional redemption of Notes hereunder on such Redemption Date.
[Remainder of Page Intentionally Left Blank. The Next Page is the Signature Page.]
IN WITNESS WHEREOF, the undersigned has caused this Notice of Optional Redemption to be executed by its duly authorized officer as of the date first above written.
CIT GROUP INC.
By: /Glenn Votek/
Name: Glenn A. Votek
Title: Executive Vice President and Treasurer
ACCEPTED AND AGREED TO:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /Irene Siegel/
Name: Irene Siegel
Title: Vice President
By: /Eileen M. Hughes/
Name: Eileen M. Hughes
Title: Director