Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2016, CIT Group Inc. (“CIT”) completed
the early settlement of its previously announced offer to certain eligible noteholders to exchange (the “Exchange Offer”)
any and all of the outstanding 5.000% Senior Unsecured Notes due May 2017 (the “Old Notes”) for its newly issued 5.000%
Senior Unsecured Notes due May 2018 (the “New Notes”), and issued $955.1 million aggregate principal amount of New
Notes in exchange for a like amount of Old Notes accepted in the Exchange Offer. Interest on the New Notes will be payable semi-annually
in cash in arrears on May 15 and November 15 of each year, commencing on May 15, 2017.
The New Notes are unsecured obligations of CIT and are not guaranteed
by any of CIT’s subsidiaries.
The New Notes were issued under a base indenture, dated as of March
15, 2012, as supplemented by a sixth supplemental indenture, dated as of December 23, 2016 (together, the “
Indenture
”),
each between CIT, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as paying agent,
security registrar and authenticating agent. The Indenture contains certain covenants that, subject to exceptions, limit CIT’s
ability to (i) create liens and (ii) merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of its
assets.
The New Notes may be redeemed at any time prior to May 15, 2017,
at a redemption price equal to the greater of (1) 100.50% of the aggregate principal amount of the New Notes redeemed, and
(2) the sum of the present values of (a) the redemption price of 100.50% of the aggregate principal amount of New Notes that would
be payable if the New Notes were redeemed on May 15, 2017, and (b) a “make-whole” premium based on a discount rate
of the applicable U.S. Treasury rate plus 50 basis points; in either case, plus accrued and unpaid interest, if any, to the redemption
date. On or after May 15, 2017, CIT may redeem all or part of the New Notes at a redemption price equal to 100.50% of the aggregate
principal amount of New Notes redeemed, plus accrued and unpaid interest, if any, thereon to the date of redemption. In addition,
CIT may at any time and from time to time purchase New Notes in open market transactions, tender offers or otherwise. If CIT experiences
a Change of Control Triggering Event (as defined in the Indenture), the holders of the New Notes may require CIT to repurchase
for cash all or a portion of their Notes at a price equal to 101% of the aggregate principal amount of the New Notes, plus accrued
and unpaid interest.
The Indenture (including the Form of 5.000% Senior Unsecured Note
due 2018 included therein) has been filed as an exhibit to this Current Report on Form 8-K, and the description of the Indenture
contained herein is qualified in its entirety by reference to the Indenture.