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):  April 18, 2017 (April 17, 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 42nd 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):

 

¨

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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). 

 

¨

 

 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 8 – Other Events

 

Item 8.01. Other Events.

 

Early Results of Debt Tender Offer

 

On April 4, 2017, CIT Group Inc. (“CIT”) commenced a tender offer (the “Tender Offer”) for up to $950 million in the aggregate of its (i) 5.500% Series C Unsecured Notes due February 2019; (ii) 5.375% Senior Unsecured Notes due May 2020; and (iii) 5.000% Senior Unsecured Notes due August 2022; (collectively, the “Notes Subject to Tender”).

 

On April 18, 2017, CIT issued a press release announcing the early results of the Tender Offer, as of 5:00 P.M., New York City time, on April 17, 2017 (the “Early Participation Date”), CIT’s election to increase from $950 million to $969 million the aggregate maximum principal of Notes Subject to Tender and CIT’s election to early settle the Tender Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Quarterly Dividend

 

On April 18, 2017, CIT issued a press release announcing that the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per common share, payable on May 26, 2017 to common shareholders of record as of May 12, 2017.  A copy of the press release is attached hereto as Exhibit 99.2.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are being filed herewith:

 

Exhibit No.

 

99.1

Description

 

Press release dated April 18, 2017

99.2

Press release dated April 18, 2017

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Form 8-K 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 Form 8-K, 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. Important factors that could cause our actual results to be materially different from our expectations include, among others, the risk that CIT is unsuccessful in implementing its strategy and business plan, the risk that CIT is unable to react to and address key business and regulatory issues, the risk that CIT is unable to achieve the projected revenue growth from its new business initiatives or the projected expense reductions from efficiency improvements, and the risk that CIT becomes subject to liquidity constraints and higher funding costs. We describe these and other 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

 

-2-

 

Form 8-K. These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

 

 

-3-

 

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)
     
     
     

Dated: April 18, 2017

 By:   /s/ E. Carol Hayles
  Name:     E. Carol Hayles
  Title:     Executive Vice President & Chief
        Financial Officer

 

 

-4-

 

EXHIBIT INDEX

 

 

Exhibit No Description

 

Exhibit 99.1 Press release dated April 18, 2017
Exhibit 99.2 Press release dated April 18, 2017

 

 

 

-5-