CIT GROUP INC. (NYSE:CIT) Files An 8-K Other Events

Item 8.01. Other Events.

On May 10, 2017, CIT Group Inc. (CIT) filed an amendment
(Amendment No. 3) to its Tender Offer Statement on Schedule TO,
originally filed with the Securities and Exchange Commission on
April 27, 2017 (as amended, the Schedule TO). The Schedule TO
relates to the offer by CIT to purchase, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated April 27, 2017 (the Offer to Purchase), and the related
Letter of Transmittal, up to $2,750,000,000 of shares of CITs
common stock, par value $0.01 per share, at a price not greater
than $48.00 per share and not less than $43.00 per share.

Amendment No. 3 amends the Offer to Purchase, which was filed as
Exhibit(a)(1)(A) to the Schedule TO, as follows:

In order to provide updated information as of March 31, 2017, the
section of the Offer to Purchase entitled Certain Information
Concerning the Company Selected Balance Sheet Data and Earnings
Information beginning on page 30 is amended and restated in its
entirety as set forth below.

Selected Balance Sheet Data and Earnings
Information. The following table sets forth our
consolidated cash and capitalization, as of March 31, 2017, and
on an as-adjusted basis to give effect, as of such date, to (i)
the Commercial Air Sale for a sale price of $10.4 billion, (ii)
the redemption (the Redemption) of $1,725,785,000 principal
amount of our 4.250% Senior Unsecured Notes due August 2017,
$1,465,000,000 principal amount of our 5.250% Senior Unsecured
Notes due March 2018, $695,000,000 principal amount of our 6.625%
Series C Unsecured Notes due April 2018, and $955,925,000
principal amount of our 5.000% Senior Unsecured Notes due May
2018 (collectively, the Redeemed Notes), (iii) the purchase to a
tender offer (the Debt Tender) of $969 million principal amount
of our 5.500% Series C Unsecured Notes due 2019 (the 2019 Notes)
and (iv) the purchase of 60,439,560 shares of our common stock
for an aggregate purchase price of $2,750,000,000 to the Offer
(which assumes that the Offer is fully subscribed and that the
purchase price per share is determined to be $45.50 (the
mid-point between the lowest and highest per-share purchase
prices under the terms of the Offer)). The Commercial Air Sale
was completed on April 4, 2017, the Redemption was completed on
May 4, 2017, and payment for the 2019 Notes accepted for purchase
in the Debt Tender was made on April 18, 2017. The information
presented in the table below, and pro forma income from
continuing operations per common share presented in the following
paragraph, should each be read in conjunction with the
consolidated historical financial statements and notes thereto
that are included in our Annual Report on Form 10-K for the year
ended December 31, 2016, the consolidated historical financial
statements and notes thereto that are included in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2017, and the
Unaudited Pro Forma Balance Sheet that gives effect to the
Commercial Air Sale, which is included as Exhibit 99.5 to our
Current Report on Form 8-K, filed with the SEC on April 7, 2017,
each of which are incorporated by reference into this Offer to
Purchase.

If the Commercial Air Sale, the Redemption, the Debt Tender and
the Offer (collectively, the Transactions) had been completed on
the terms described above as of January 1, 2017, for the quarter
ended March 31, 2017 our pro forma interest expense and income
from continuing operations would have been substantially the same
as the actual amounts for that period because the interest
expense allocated to discontinued operations included amounts
representative of interest expense associated with the repaid
borrowings. On such pro forma basis for that period, our income
from continuing operations per common share would have been $0.55
on both a basic and fully diluted basis (compared to actual
income from continuing operations per common share, on a basic
and fully diluted basis, of $0.39 and $0.38, respectively),
reflecting the assumed reduction in share count relating to the
Offer. These amounts are not intended to represent and may not
necessarily be indicative of the corresponding amounts that would
have been reported had the Transactions been completed on the
terms and dates described above and should not be taken as
representative of and are not necessarily indicative of our
future income from continuing operations per common share.

Capitalized terms used and not defined in the information above
have the meanings given them in the Offer to Purchase. The
information above should be considered in the context of the
entire Offer to Purchase.

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 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.

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.

CIT GROUP INC. (NYSE:CIT) Recent Trading Information

CIT GROUP INC. (NYSE:CIT) closed its last trading session up +0.52 at 47.07 with 4,766,309 shares trading hands.