CIT begins tender offer for up to $950 million of three note series

By Marisa Wong

Morgantown, W.Va., April 4 – CIT Group Inc. said it has begun an offer to purchase for cash up to a total of $950 million of its outstanding 5½% series C notes due 2019, 5 3/8% senior notes due 2020 and 5% senior notes due 2022.

The notes are listed in order of acceptance priority level.

Holders who tender their notes by 5 p.m. ET on April 17, the early participation date, are eligible to receive the total consideration per $1,000 principal amount of $1,061.25 for the 2019 notes, $1,077.50 for the 2020 notes and $1,058.75 for the 2022 notes. The total consideration includes an early participation amount of $30.00 per $1,000 principal amount.

Holders tendering after the early participation date will be eligible to receive only the tender offer consideration, which is the total consideration less the early participation amount.

The company will also pay accrued interest to the applicable settlement date.

The aggregate principal amount of notes that may be purchased under the offer is limited to $950 million. In addition, the amount of 2020 notes and 2022 notes that may be purchased under the tender offer is subject to a series cap of $250 million and $225 million, respectively. The 2019 notes are not subject to any series cap.

Subject to the overall tender cap and the series caps, the aggregate amount of any series of notes that is purchased will be based on the acceptance priority level for that series. As a result, all notes of a series having a higher priority level will be accepted for purchase before any note of a series having a lower priority level is accepted.

If an amount of notes tendered exceeds the amount of the applicable series cap or the offer cap remaining available to repurchase that series after making allowance for all notes purchased in a higher priority level, then the company will accept those notes on a prorated basis.

In addition, all notes tendered by the early deadline will be accepted before any notes tendered after that time. So if the offer is fully subscribed as of the early participation date, holders tendering after the early date will not have any of their notes accepted for purchase, even if those notes have a higher priority level than those tendered prior to the early date.

The company said it reserves the right to increase the tender cap or the series caps.

The offer is scheduled to expire at 11:59 p.m. ET on May 1.

Tenders may be withdrawn at or prior to 5 p.m. ET on April 17.

The company said it may settle early tenders on any early settlement date. The early payment date is expected to occur on April 18. The final payment date is expected to occur within three business days following the expiration date.

The tender offer is not conditioned on any minimum amount of notes being tendered.

CIT expects to use proceeds from the sale of its commercial aircraft leasing business to fund the purchase of tendered notes accepted under the offer.

BofA Merrill Lynch (888 292-0070 or 980 388-3646) is dealer manager. D. F. King & Co., Inc. (888 628-9011 or 212 269-5550 or cit@dfking.com) is depositary and tender agent.

CIT Group is a New York-based bank holding company.

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