CIT Group Inc. (NYSE:CIT) (the “Company”), www.cit.com, a
leading provider of commercial lending and leasing services, today
announced that it has commenced an offer to exchange (the “Exchange
Offer”) any and all of its outstanding 5.000% Senior Unsecured
Notes due 2017 (the “Old Notes”) for its newly issued 5.000% Senior
Unsecured Notes due 2018 (the “New Notes”), upon the terms and
subject to the conditions set forth in the offering memorandum
dated December 8, 2016 (the “Offering Memorandum”), and the
accompanying Letter of Transmittal.
The New Notes will mature on May 15, 2018, which is one year
later than the maturity of the Old Notes. The New Notes will have
the same interest rate, ranking and covenants as the Old Notes.
Commencing on May 15, 2017, which is the maturity date of the Old
Notes, the New Notes will be redeemable at the Company’s option at
100.50% of the principal amount of the New Notes.
“While we continue to expect the sale of CIT Commercial Air to
be completed by the end of the first quarter of 2017, extending the
maturity of the notes due in May 2017 will provide financial
flexibility and enable CIT to better manage its liquidity profile
in the event of an unexpected delay in the sale,” said Carol
Hayles, Chief Financial Officer.
The table below summarizes the principal economic terms of the
Exchange Offer.
Old Notesto
beExchanged
CUSIP Number /ISIN
AggregatePrincipalAmountOutstanding
ExchangeConsideration(1)
Early
TenderPayment(1)
Total
ExchangeConsideration(1)(2)
5.000% SeniorUnsecuredNotes due 2017
125581 GM4 /US125581GM42
$1,208,672,000
$997.50 principalamount of NewNotes
$2.50 principalamount of NewNotes
$1,000 principalamount of NewNotes
(1) For each $1,000 principal amount of Old
Notes. (2) Includes the Early Tender Payment.
In order to be eligible to receive the Total Exchange
Consideration of $1,000 in principal amount of New Notes per $1,000
principal amount of Old Notes, holders are required to validly
tender their Old Notes in the Exchange Offer prior to 5:00 p.m.,
New York City time, on December 21, 2016 (such date and time, as it
may be extended by the Company, the “Early Deadline”). Holders will
be eligible to receive only the Exchange Consideration of $997.50
in principal amount of New Notes per $1,000 principal amount of Old
Notes for any Old Notes tendered in the Exchange Offer after the
Early Deadline. The Exchange Offer will expire at 11:59 p.m., New
York City time, on January 6, 2017 (such date and time, as it may
be extended by the Company, the “Expiration Time”).
In addition to the Total Exchange Consideration or Exchange
Consideration, as applicable, all Old Notes accepted for exchange
will also receive payment of accrued and unpaid interest in cash
to, but not including, the initial settlement date for the Exchange
Offer. Interest on the New Notes will accrue from (and including)
the initial settlement date for the Exchange Offer. Settlement of
Old Notes accepted for exchange will occur promptly after the Early
Deadline and the Expiration Time, as applicable, and is expected to
be within two business days following the Early Deadline or one
business day following the Expiration Time, as applicable.
The New Notes will only be issued in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The
Company will not accept any tender that would result in the
issuance of less than $2,000 principal amount of New Notes.
The Exchange Offer is subject to certain customary conditions
described in the Offering Memorandum. The Exchange Offer is
not subject to any minimum principal
amount of Old Notes being tendered in the Exchange Offer. Old Notes
that are tendered may be validly withdrawn at any time prior to
5:00 p.m., New York City time, on December 21, 2016. The Company
reserves the right to amend, extend or terminate the Exchange Offer
at any time subject to applicable law.
The Exchange Offer and the issuance of the New Notes have not
and will not be registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
“Securities Act”), or any other applicable securities laws, and,
unless so registered, the New 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
Notes are being offered and will be issued only to (i) “qualified
institutional buyers” (as defined in Rule 144A under the Securities
Act (“Rule 144A”)) and (ii) non-“U.S. persons” who are outside the
United States in compliance with Regulation S under the Securities
Act (“Regulation S”). Non U.S.-persons may also be subject to
additional eligibility criteria.
Available Documents and Other Details
Documents relating to the Exchange Offer will only be
distributed to holders of the Old Notes 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. Holders of
Old Notes who desire to complete an eligibility form should either
visit http://www.dfking.com/cit or request instructions by sending
an e-mail to cit@dfking.com or by calling D.F. King & Co.,
Inc., the information and exchange agent for the Exchange Offer, at
800-628-8536 (U.S. toll-free) or 212-269-5550 (banks and
brokers).
The complete terms and conditions of the Exchange Offer are set
forth in the Offering Memorandum and related Letter of Transmittal.
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 Notes. The Exchange Offer is only being made pursuant to
the Offering Memorandum and the related Letter of Transmittal. The
Exchange Offer is not being made to holders of Old 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. The New Notes have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon
the accuracy or adequacy of the Offering Memorandum.
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, 2015, 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 more than $65 billion in assets. 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. It provides financing, leasing, and advisory services
principally to middle-market companies across a wide variety of
industries primarily in North America, and equipment financing
and leasing solutions to the transportation sector. 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.
www.cit.com
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version on businesswire.com: http://www.businesswire.com/news/home/20161208005265/en/
CIT MEDIA RELATIONS:Matt Klein,
973-597-2020DirectorMatt.Klein@cit.comorCIT INVESTOR
RELATIONS:Barbara Callahan, 973-740-5058Senior Vice
PresidentBarbara.Callahan@cit.com
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