NEW YORK, Dec. 22, 2016 /PRNewswire/ -- CIT Group
Inc. (NYSE: CIT) (the "Company"), www.cit.com, a leading
provider of commercial lending and leasing services, today
announced the early tender results of its previously announced
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"), pursuant to the terms and conditions set forth
in the offering memorandum dated December 8,
2016 (the "Offering Memorandum"), and related Letter of
Transmittal. CIT is conducting the Exchange Offer of Old Notes for
New Notes with a maturity date that is one year later than the
maturity date of the Old Notes in order to provide CIT greater
financial flexibility.
As of 5:00 p.m., New York City time, on December 21, 2016 (the "Early Deadline"),
according to D.F. King & Co,
Inc., the exchange agent and information agent for the Exchange
Offer, approximately $955.9 million,
or 79.1%, of the aggregate principal amount of outstanding Old
Notes, have been validly tendered and not withdrawn in the Exchange
Offer.
Old Notes tendered prior to the Early Deadline will be exchanged
on December 23, 2016. In addition to
$1,000 in principal amount of New
Notes per $1,000 principal amount of
Old Notes accepted for exchange on December
23, 2016, all holders of such Old Notes accepted for
exchange will also receive a cash payment of accrued and unpaid
interest from the last interest payment date on the Old Notes to
but not including December 23, 2016.
The New Notes will accrue interest from and including December 23, 2016.
The Exchange Offer remains open and is scheduled to expire at
11:59 p.m., New York City time, on January 6, 2017 (the "Expiration Time"). Holders
who tender after the Early Deadline but prior to the Expiration
Time will be eligible to receive the Exchange Consideration of
$997.50 in principal amount of New
Notes per $1,000 principal amount of
Old Notes for any Old Notes accepted in the Exchange Offer. 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 withdrawal deadline has passed and holders may no longer
withdraw their Old Notes tendered in the Exchange Offer.
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. 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
CIT MEDIA
RELATIONS:
|
CIT INVESTOR
RELATIONS:
|
Matt Klein
|
Barbara
Callahan
|
Director
|
Senior Vice
President
|
(973)
597-2020
|
(973)
740-5058
|
Matt.Klein@cit.com
|
Barbara.Callahan@cit.com
|
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SOURCE CIT Group Inc.