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CIT Announces Results to Date of Exchange Offer and Receipt of Requisite Consents
Tuesday, May 31, 2011 08:30 AM

NEW YORK--(BUSINESS WIRE)--CIT Group Inc. (NYSE: CIT), a leading provider of financing to small business and middle market companies, today announced, in connection with its offer to certain eligible noteholders to exchange any and all of the outstanding Series A Notes listed in the table below (the “Series A Notes”) for newly issued Series C Notes of CIT listed in the table below (the “New Series C Notes”) and the accompanying consent solicitation to all holders of Series A Notes, that it has received tenders with consents or separate consents from holders of approximately $10.9 billion in aggregate principal amount of Series A Notes, including a majority of each maturity of Series A Notes. These results constitute the successful receipt of the requisite consents for each maturity of Series A Notes in the consent solicitation.

The table below shows (i) the principal amount of Series A Notes of each maturity that has been tendered with consent as of the Early Deadline, which was 5:00 p.m., New York City time, on May 27, 2011, and (ii) the total principal amount of Series A Notes of each maturity that has either been tendered with consent or separately consented as of the Early Deadline.

                                         
CUSIP
Number
      Principal 
Amount
Outstanding
      Title of

Series A Notes
to be Exchanged

      Title of

New Series C Notes 
to be Issued

     

Principal Amount
of Series A Notes Tendered for
Exchange

     

Principal Amount
of Series A Notes Tendered or
Consented

125581FV5       $3,156,011,226      

7.00% Series A
Second-Priority
Secured Notes
due May 1, 2015

     

7.00% Series C
Second-Priority
Secured Notes
due May 4, 2015

     

$1,553,682,452
(49.2%)

     

$1,886,849,186
(59.8%)

125581FW3       $5,260,018,699      

7.00% Series A
Second-Priority
Secured Notes
due May 1, 2016

     

7.00% Series C
Second-Priority
Secured Notes
due May 2, 2016

     

$3,091,406,124
(58.8%)

     

$3,745,203,276
(71.2%)

125581FX1       $7,364,026,178      

7.00% Series A
Second-Priority
Secured Notes
due May 1, 2017

     

7.00% Series C
Second-Priority
Secured Notes
due May 2, 2017

     

$4,109,340,562
(55.8%)

     

$5,294,285,282
(71.9%)

Total       $15,780,056,103      

 

     

$8,754,429,138
(55.5%)

     

$10,926,337,744
(69.2%)

                                 

Accordingly, the covenants for these Series A Notes will generally be replaced with the same covenants that govern CIT’s existing 5.25% Series C Second-Priority Secured Notes due 2014 and 6.625% Series C Second-Priority Secured Notes due 2018.

The exchange offer will expire at 11:59 p.m., New York City time, on June 13, 2011 (unless extended by CIT). Under the terms of the exchange offer, tendered Series A Notes may no longer be withdrawn. For any Series A Notes tendered and accepted after the Early Deadline and prior to the expiration of the exchange offer, eligible holders will receive $970 in principal amount of New Series C Notes per $1,000 principal amount of Series A Notes.

The consent solicitation expired at the Early Deadline and consents may no longer be revoked.

Consummation and settlement of the exchange offer and consent solicitation are expected to occur within three business day after the expiration of the exchange offer.

Available Documents and Other Details

Documents relating to the exchange offer will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should either visit the website for this purpose at http://www.dfking.com/cit or request instructions by sending an e-mail to cit@dfking.com or calling D. F. King & Co., Inc., the information agent for the exchange offer and consent solicitation, at (800) 628-8536 (U.S. Toll-free) or (212) 269-5550 (Collect).

The New Series C Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws and, unless so registered, the New Series C Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Series C Notes are being offered and issued only (i) in the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) who are “non-U.S. qualified offerees” within the meaning of Article 2.1(e) of the Prospectus Directive as adopted within each relevant member state of the European Economic Area, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act. CIT will enter into a registration rights agreement in connection with the exchange offer, pursuant to which, under certain circumstances, it will agree to file an exchange offer registration statement or a shelf registration statement with respect to the New Series C Notes. Under the terms of the registration rights agreement, CIT will not be required to make the registered exchange offer if certain conditions are satisfied, including that the New Series C Notes are freely tradable under Rule 144 of the Securities Act before the required date for the consummation of the registered exchange offer under the registration rights agreement.

The complete terms and conditions of the exchange offer and consent solicitation are set forth in the informational documents relating to the exchange offer and consent solicitation. The exchange offer and the consent solicitation for Series A Notes due in any year are each independent of the exchange offer or consent solicitation for Series A Notes due in any other year. CIT’s $1.76 billion of 7.00% Series A Second-Priority Secured Notes due 2014 are not subject to the exchange offer or the consent solicitation.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Series C Notes. The exchange offer is only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement dated May 16, 2011 and the related letter of transmittal. For holders that are not eligible to participate in the exchange offer, the consent solicitation is being made only pursuant to the Consent Solicitation Statement dated May 16, 2011 and related letter of consent. Neither the exchange offer nor the consent solicitation is being made to holders of the Series A Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary statement regarding forward-looking statements:

This press release 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, 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.

The following factors, among others, could cause actual results to differ materially from those expressed or implied in forward-looking statements: capital markets liquidity; risks of and/or actual economic slowdown, downturn or recession; industry cycles and trends; uncertainties associated with risk management, including credit, prepayment, asset/liability, interest rate and currency risks; estimates and assumptions used to fair value the balance sheet in accordance with fresh start accounting and actual variation between the estimated fair values and the realized values; adequacy of reserves for credit losses; risks inherent in changes in market interest rates and quality spreads; funding opportunities, deposit taking capabilities and borrowing costs; risks that CIT will not have sufficient liquidity due to material increases in customer drawdowns on outstanding commitments; risks that the restructuring of CIT’s capital structure did not result in sufficient additional capital or improved liquidity; risks that CIT will be unable to comply with the terms of the Written Agreement with the Reserve Bank; conditions and/or changes in funding markets and our access to such markets, including commercial paper, secured and unsecured term debt and the asset-backed securitization markets; risks of implementing new processes, procedures, and systems; risks associated with the value and recoverability of leased equipment and lease residual values; application of fair value accounting in volatile markets; application of goodwill accounting in a recessionary economy; changes in laws or regulations governing our business and operations; changes in competitive factors; demographic trends; future acquisitions and dispositions of businesses or asset portfolios; and regulatory changes and/or developments. CIT undertakes no duty to update any forward looking statement.

Contact:

CIT MEDIA RELATIONS:
C. Curtis Ritter, 973-740-5390
Director of Corporate Communications
Curt.Ritter@cit.com
or
CIT INVESTOR RELATIONS:
Ken Brause, 212-771-9650
Executive Vice President
Ken.Brause@cit.com