CIT GROUP INC. (NYSE:CIT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On May 31, 2017, CIT Group Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Morgan
Stanley Co. LLC and the other underwriters named on Schedule A
thereto (collectively, the Underwriters), relating to the offer
and sale in an underwritten offering of 325,000 shares of the
Companys Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series A (the Series A Preferred Stock). The
shares of Series A Preferred Stock were sold at a public offering
price of $1,000.00 per share and the Underwriters agreed to
purchase the shares from the Company at a discount of $17.538 per
share. Dividends on the Series A Preferred Stock will accrue and
be payable from the date of issuance to, but excluding, June 15,
2022, at a rate of 5.800% per annum, payable semi-annually in
arrears on June 15 and December 15 of each year, beginning on
December 15, 2017. From and including June 15, 2022, the Company
will pay dividends on the Series A Preferred Stock, when, as, and
if declared, at a floating rate equal to the then applicable
three-month U.S. dollar LIBOR rate plus a spread of 3.972% per
annum, payable quarterly in arrears, on March 15, June 15,
September 15 and December 15 of each year, beginning on September
15, 2022. The offering is expected to close on June 7, 2017,
subject to customary closing conditions.

The Company made certain customary representations, warranties
and covenants in the Underwriting Agreement concerning the
Company and its subsidiaries and the registration statement,
prospectus, prospectus supplements and other documents and
filings relating to the offering of the shares of Series A
Preferred Stock. In addition, the Company has agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The
foregoing description of the Underwriting Agreement is qualified
in its entirety by reference to that agreement, a copy of which
is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

The offering was made to the Companys effective registration
statement on Form S-3 (File No. 333-201417) previously filed with
the SEC, including the prospectus contained therein, the
preliminary prospectus supplement dated May 30, 2017, and the
free writing prospectus and final prospectus supplement, each
dated May 31, 2017, and filed by the Company with the Securities
and Exchange Commission.

Item 7.01 Regulation FD Disclosure

On May 31, 2017, the Company issued a press release regarding the
pricing terms of its previously announced underwritten public
offering of shares of its Series A Preferred Stock. A copy of the
press release is attached hereto as Exhibit 99.1 to this report
and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, attached hereto and incorporated by
reference into Item 7.01, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities under that Section.
Furthermore, such information, including the exhibit attached
hereto, shall not be deemed incorporated by reference into any of
the Companys reports or filings with the SEC, whether made before
or after the date hereof, except as expressly set forth by
specific reference in such report or filing. The information in
Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1 attached hereto and incorporated by reference into Item
7.01, shall not be deemed an admission as to the materiality of
any information in this report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

About CIT GROUP INC. (NYSE:CIT)

CIT Group Inc. (CIT) is a bank holding company. The Company, together with its subsidiaries, provides financing, leasing and advisory services to middle market companies in a range of industries in North America, and equipment financing and leasing solutions to the transportation industry around the world. The Company’s segments include North America Banking (NAB), including Commercial Real Estate, Commercial Banking and Consumer Banking divisions; Transportation & International Finance (TIF), including Aerospace, Rail, Maritime Finance and International Finance divisions, and Legacy Consumer Mortgages (LCM), which includes single-family residential mortgage (SFR) loans and reverse mortgage loans. CIT products and services include account receivables collection; equipment leases; acquisition and expansion financing; factoring services; financial risk management; asset management and servicing; asset-based loans; insurance services; credit protection; debt restructuring, and deposits.