Form 8-K CIT GROUP INC For: Jun 29

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July 1, 2016 4:28 PM EDT

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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): July 1, 2016 (June 29, 2016)

CIT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-31369	65-1051192
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11 W. 42^nd Street
New York, New York 10036

(Address of registrant’s principal executive office)

Registrant's telephone number, including area code: (212) 461-5200

Not Applicable

_________________________________________________________________________________________

(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:

		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-4I under the Exchange Act (17 CFR 240.13e-4I)

Section 8 – Other Events

Item 8.01. Other Events.

Sale of Canadian Businesses

On June 29, 2016, CIT Group Inc. (“we,” “our,” “CIT,” or the “Company”) announced that it has entered into an agreement to sell its equipment finance and corporate finance businesses in Canada to Laurentian Bank of Canada. The press release is attached as Exhibit 99.1.

Form 10 Registration Statement Filed for Commercial Aircraft Leasing Business

On June 30, 2016, CIT announced that it has filed an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission in conjunction with the dual track process for separation of its commercial aircraft leasing business. The press release is attached as Exhibit 99.2.

Item 9.01. Exhibits.

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

99.1	Press release of CIT Group Inc., dated June 29, 2016, announcing the sale of its equipment finance and corporate finance businesses in Canada to Laurentian Bank of Canada.
99.2	Press release of CIT Group Inc., dated June 30, 2016, announcing the filing of a Form 10 Registration Statement in conjunction with the separation of its commercial aircraft leasing business.

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, 2015, 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.

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)



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

Dated: July 1, 2016

Exhibit 99.1

FOR IMMEDIATE RELEASE

CIT ANNOUNCES SALE OF CANADIAN EQUIPMENT FINANCE AND CORPORATE FINANCE BUSINESSES TO LAURENTIAN BANK OF CANADA

NEW YORK — June 29, 2016 — CIT Group Inc. (NYSE: CIT), cit.com, a leading provider of commercial lending and leasing services, today announced that it has reached a definitive agreement to sell its Canadian equipment finance and corporate finance businesses (“CIT Canada”), with more than US $700 million in assets, to Laurentian Bank of Canada. In addition, approximately 140 employees of CIT Canada will join the Laurentian Bank team.

“This transaction represents another milestone for us as we continue to exit our international businesses and focus on growing our core commercial franchises,” said Ellen R. Alemany, Chairwoman and Chief Executive Officer. “We remain focused on our strategy to become a national middle market bank and serve our customers with an integrated set of financing and deposit products.”

The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions, including all applicable regulatory notifications and approvals. CIT Canada and Laurentian Bank of Canada will continue to operate separately until the closing of the transaction.

Credit Suisse Securities (USA) LLC served as exclusive financing advisor to CIT Group for this transaction.

Forward-Looking Statements

This press release 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 press release, 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, the risk that CIT is delayed in implementing its branch strategy, 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, 2015, which was filed with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. 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

Founded in 1908, CIT (NYSE: CIT) is a financial holding company with more than $65 billion in assets. Its principal bank subsidiary, CIT Bank, N.A., (Member FDIC, Equal Housing Lender) has more than $30 billion of deposits and more than $40 billion of assets. It provides financing, leasing and advisory services principally to middle market companies across a wide variety of industries primarily in North America, and equipment financing and leasing solutions to the transportation sector. It also offers products and services to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest Bank, a division of CIT Bank, N.A. cit.com

About Laurentian Bank

Laurentian Bank of Canada is a banking institution whose activities extend across Canada. The Bank serves one and a half million clients throughout the country and employs more than 3,600 people whose talent and dedication have made it a major player in numerous market segments. The Bank has more than $41 billion in balance sheet assets and $42 billion in assets under administration.

Laurentian Bank distinguishes itself through the excellence and simplicity of its services. The Bank caters to the needs of retail clients via its branch network.

The Bank has also earned a solid reputation among small and medium-sized enterprises and real estate developers thanks to its specialized teams across Canada, namely in Ontario, Québec, Alberta, British Columbia and Nova Scotia. For their part, B2B Bank is a Canadian leader in providing banking and investment products and services to financial advisors and brokers, while the expertise and effectiveness of Laurentian Bank Securities' integrated brokerage services are known nationwide. laurentianbank.ca

###

CIT MEDIA RELATIONS:

Matt Klein

Director, Media Relations

(973) 597-2020

[email protected]

CIT INVESTOR RELATIONS:

Barbara Callahan

Senior Vice President

(973) 740-5058

[email protected]

Exhibit 99.2

FOR IMMEDIATE RELEASE

CIT FILES INITIAL FORM 10 REGISTRATION STATEMENT IN CONJUNCTION WITH DUAL TRACK PROCESS FOR SEPARATION OF

COMMERCIAL AIRCRAFT LEASING BUSINESS

NEW YORK — June 30, 2016 — CIT Group Inc. (NYSE: CIT), cit.com, a leading provider of commercial lending and leasing services, today announced that it has filed an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in conjunction with the separation of its commercial aircraft leasing business. As previously stated, CIT continues to pursue a dual track process to separate its commercial aircraft leasing business. Both tracks are progressing and CIT expects to complete the separation by the end of 2016. The initial Form 10 Registration Statement was filed under the name of C2 Aviation Capital, Inc. (“C2”).

Any contemplated transaction will be subject to certain conditions, including the receipt of any required approvals by the applicable regulators, any required legal opinions from counsel, and final approval by CIT’s Board of Directors.

A copy of the initial Form 10 Registration Statement is available at sec.gov under CIK #: 0001678043.

Forward-Looking Statements

“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 press release, 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, the risk that CIT is delayed in implementing its branch strategy, 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, 2015, which was filed with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. 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

###

CIT MEDIA RELATIONS:

Matt Klein

Director, Media Relations

(973) 597-2020

[email protected]

CIT INVESTOR RELATIONS:

Barbara Callahan

Senior Vice President

(973) 740-5058

[email protected]