8-K

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): April 2, 2012 (March 30, 2012)

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. 42^nd 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.

Redemption of Series A Notes

On March 30, 2012, CIT Group Inc. (“CIT”) delivered to Deutsche Bank Trust Company Americas (“Deutsche Bank”), as trustee, a notice of CIT’s intention to redeem at par on May 2, 2012 $500 million of its 7% Series C senior unsecured notes (the “7% Notes”) maturing in 2017. 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 March 10, 2012 to but excluding May 2, 2012. Following this redemption, approximately $3.1 billion principal amount of 7 % Notes maturing in 2016 and approximately $3.6 billion of the 7% Notes maturing in 2017 will remain outstanding. This redemption will result in the acceleration of fresh start accounting (“FSA”) discount, and therefore increase second quarter 2012 interest expense, by approximately $20 million.

A copy of the press release announcing the redemption is attached as Exhibit 99.1. A copy of the Notice to Deutsche Bank is attached as Exhibit 99.2.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by CIT Group Inc. on April 2, 2012 announcing its redemption of $500 million of the 7% Notes maturing in 2017.

99.2 Notice by CIT Group Inc. to Deutsche Bank Trust Company Americas dated March 30, 2012 electing its option to redeem $500 million of 7% Notes maturing in 2017on May 3, 2012.

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, 2011. 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:  April 2, 2012	By:	/s/ Glenn A. Votek
		Name:	Glenn A. Votek
		Title:	Executive Vice President and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CIT TO REDUCE HIGH COST DEBT BY AN ADDITIONAL $500 MILLION

NEW YORK – April 2, 2012 – CIT Group Inc. (NYSE: CIT) cit.com, a leading provider of financing to small businesses and middle market companies, today announced that it will redeem $500 million of its 7% Series C Senior Unsecured Notes (Notes) maturing in 2017. Following this redemption, approximately $3.6 billion principal amount of the Notes maturing in 2017 and approximately $3.1 billion principal amount of the Notes maturing in 2016 will remain outstanding.

“We will continue to eliminate or refinance our remaining high-cost debt as we work to further improve our funding profile," said John A. Thain, Chairman and Chief Executive Officer. 

Including the redemption announced today, as well as the approximately $1.6 billion redemption of 7% Series C Senior Unsecured Notes maturing in 2015 the Company announced on March 15, 2012, CIT will have eliminated or refinanced approximately $24 billion of high cost debt since the beginning of 2010. 

The Company has provided a redemption notice for the Notes to the trustee and intends to complete the redemption announced today on May 2, 2012. As provided under the terms of the Notes, the Company will redeem the outstanding principal balance at par and will be redeemed on a pro-rata basis among all of the 2017 Notes.

Additional information will be available in a Form 8-K that will be filed with the Securities and Exchange Commission. This, and other filings, can be found at cit.com/investor.

About CIT

Founded in 1908, CIT (NYSE: CIT) is a bank holding company with more than $34 billion in finance and leasing assets. A member of the Fortune 500, it provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT maintains leadership positions in small business and middle market lending, factoring, retail finance, aerospace, equipment and rail leasing, and global vendor finance. CIT also operates CIT Bank, BankOnCIT.com, its primary bank subsidiary and an FDIC-insured online bank which offers a suite of savings options designed to help customers achieve a range of financial goals. cit.com

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CIT MEDIA RELATIONS:

C. Curtis Ritter

Director of Corporate Communications

(973) 740-5390

Curt.Ritter@cit.com

Matt Klein

Vice President, Media Relations

(973) 597-2020

Matt.Klein@cit.com

CIT INVESTOR RELATIONS:

Ken Brause

Executive Vice President

(212) 771-9650

Ken.Brause@cit.com

EX-99.2

Exhibit 99.2

NOTICE OF OPTIONAL REDEMPTION

March 30, 2012

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 Second Supplemental Indenture dated as of June 15, 2011 among CIT Group Inc., as Issuer (the “Company”), the Guarantors Named Therein, as Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, Series C Parent Collateral Agent and Series C Subsidiary Collateral Agent (the “Second Supplemental Indenture”), amending and supplementing the Indenture dated as of March 30, 2011 between CIT Group Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Series C Indenture” and, together with the Second 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 C Indenture, of the Company’s election to effect an optional redemption of the Notes under Section 3.2 of the Second Supplemental Indenture in the manner more fully described hereinbelow.

The Company hereby designates May 2, 2012 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 Five Hundred Million and 00/100 Dollars ($500,000,000) at a Redemption Price equal to one hundred (100.0) 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: Five Hundred Million and 00/100 Dollars ($500,000,000.00) in principal amount of the 2017 Notes (144A CUSIP No. 125581 GA0, ISIN No. US125581GA04; Reg. S CUSIP No. U17186AL8). The entire outstanding principal amount of the 2017 Notes is currently Four Billion One

Hundred Sixteen Million Two Hundred Sixty One Thousand and 00/100 Dollars ($4,116,261,000.00).

Please identify the optional redemption of Series C 2017 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 C 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 C 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: /s/ Scott T. Parker
Name: Scott T. Parker
Title: Executive Vice President and Chief Financial Officer

ACCEPTED AND AGREED TO:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

By: /s/ Irene Siegel

Name: Irene Siegel

Title: Vice President

By: /s/ Louis Bodi

Name: Louis Bodi

Title: Vice President