CIT Group Inc. Completes $955.0 Million Offering of Notes in Exchange for Its Outstanding 5.000% Senior Unsecured Notes Due 2017

December 23, 2016

S&C advised CIT Group Inc. in the issuance of $955,901,000 of its 5.000% senior unsecured notes due 2018 to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, in exchange for a like amount of its outstanding 5.000% senior unsecured notes due 2017 registered under the Securities Act held by such persons. The new notes were issued on the Early Settlement Date, and the offer to exchange remained opened until January 6.

The purpose of the exchange offer is to refinance the old notes with new notes, which mature one year later than the old notes, providing greater financial flexibility to the company and enabling it to better manage its liquidity profile in the case of an unexpected delay in the closing of the recent sale of its commercial aircraft leasing business. The new notes have substantially identical terms to the old notes with the exception of the maturity date, certain optional redemption provisions and transfer restrictions.

With over $67 billion in assets, CIT provides primarily commercial financing and leasing products, as well as other services, to small and middle-market businesses across a wide variety of industries. CIT also operates CIT Bank, which offers savings products through its online bank

The S&C team included John Estes, John Anselmi, Kathryn Freund and Megan Colville, with Jeffrey Hochberg and Saul Brander advising on tax matters.