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): May 31, 2017 (May 31, 2017)

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

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

11 West 42^nd Street
New York, New York 10036

(Address of principal executive offices)

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On May 31, 2017, CIT Group Inc. (“CIT”) issued a press release announcing the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on May 24, 2017. A copy of CIT’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated May 31, 2017

-2-

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: May 31, 2017	By:	/s/ Ellen R. Alemany
		Name:	Ellen R. Alemany
		Title:	Chairwoman and Chief Executive Officer

-3-

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated May 31, 2017

-4-

EX-99.1

Exhibit 99.1

CIT Announces Final Results of Cash Tender Offer for its Common Stock

May 31/16:45

NEW YORK, May 31, 2017 — CIT Group Inc. (NYSE: CIT) today announced the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on May 24, 2017.

Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, CIT accepted for payment 57,291,666 shares of CIT’s common stock at a purchase price of $48.00 per share, for a cost of approximately $2,750,000,000, excluding fees and expenses related to the tender offer. The repurchased shares represent approximately 28.3% of CIT’s common shares issued and outstanding as of May 23, 2017.

Because the aggregate purchase price for all shares properly tendered at or below the purchase price and not properly withdrawn before the expiration date would have exceeded $2,750,000,000, such shares were accepted for purchase on a pro rata basis, except for “odd lots,” which were accepted in full. CIT has been informed by the depositary that the proration factor for the tender offer, after giving effect to the priority for “odd lots,” is approximately 88.6%. The depositary will promptly pay for all shares accepted for payment and will return all other shares tendered.

J.P. Morgan Securities LLC acted as the Lead Dealer Manager and Barclays Capital Inc. and Citigroup Global Markets, Inc. acted as the Co-Dealer Managers for the offer. Georgeson LLC acted as the information agent and Computershare Trust Company, N.A. acted as the depositary for the offer. Evercore acted as advisor to CIT’s Board of Directors on the transaction. Any questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at (877) 371-5947 (toll-free) or (212) 622-4401 (direct) or to Georgeson LLC at (877) 278-4774.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “commence,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of those words or similar expressions is

intended to identify forward-looking statements. All statements contained in this press release, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially. We describe risks that could affect our results in Item 1A, “Risk Factors,” of our latest Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

About CIT

Founded in 1908, CIT (NYSE: CIT) is a financial holding company with $63 billion in assets as of March 31, 2017. Its principal bank subsidiary, CIT Bank, N.A. (Member FDIC, Equal Housing Lender), has more than $30 billion of deposits and more than $40 billion of assets. CIT provides financing, leasing, and advisory services principally to middle-market companies and small businesses across a wide variety of industries. It also offers products and services to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest Bank, a division of CIT Bank, N.A. For more information visit cit.com.

Contacts

CIT MEDIA RELATIONS:

Gina Proia

(212) 771-6008 

Gina.Proia@cit.com

CIT INVESTOR RELATIONS:

Barbara Callahan

(973) 740-5058 

Barbara.Callahan@cit.com

-2-