CIT GROUP INC

election_required = True...ect to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and -7- Table of Contents you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. Has CIT or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the...

expiry = 2018-05-23...FOR CASH BY CIT GROUP INC. OF UP TO $500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $56.00 PER SHARE AND NOT LESS THAN $50.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 23, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). CIT Group Inc. (“CIT,” the “Company,” “we,” “us,” or “our”) is offering to purchase shares of our common stock, par value $0.01 per share (...

listed = True...f our outstanding Shares on a fully diluted basis. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “CIT”. On April 25, 2018, the last full trading day before we commenced the Offer, the last reported sale price of the Shares on the NYSE was $52.90 per Share, which is above the $50.00 per Share lower end of the price range for the Offer. It is possible that the Purchase Price could be below the last...

mechanism = DUTCH...n, to amend the Offer to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to $500,000,000, at a per share price not greater than $56.00 and not less than...

mechanism = DUTCH...0421dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) Exhibit (a)(5)(C) CIT Announces Preliminary Results of Cash Tender Offer for Its Common Stock May 24, 2018 NEW YORK, May 24, 2018 — CIT Group Inc. (NYSE: CIT) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., ET, on May 23, 2018. Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of approximately 12.9 million shares of CIT’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $54.75 per share, i...

mechanism = DUTCHEX-99.(A)(5)(D) 2 d596699dex99a5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) Exhibit (a)(5)(D) CIT Announces Final Results of Cash Tender Offer for Its Common Stock NEW YORK, May 30, 2018 — CIT Group Inc. (NYSE: CIT) today announced the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., ET, on May 23, 2018. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, CIT accepted for payment 11,123,287 shares of CIT’s common stock at a purchase price of $54.75 per share, for a cost of approximately $609 million, excluding fees and expense...

must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $500,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from stockholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lots that were properly ten...

price = USD 54.75...pany, N.A., the depositary for the tender offer, a total of approximately 12.9 million shares of CIT’s common stock were properly tendered and not properly withdrawn at or below a purchase price of $54.75 per share, including approximately 9.0 million shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, CIT...

price = USD 54.75...23, 2018. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, CIT accepted for payment 11,123,287 shares of CIT’s common stock at a purchase price of $54.75 per share, for a cost of approximately $609 million, excluding fees and expenses related to the tender offer. Excluding up to $25 million reserved for employee stock ownership plans, this completes our return of capital to stockh...

priority = True...er”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $56.00 and not less than $50.00 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering stockholders. Th...

threshold = 100...below the Purchase Price and not properly withdrawn them before the Expiration Date. Therefore, it is possible that we will not purchase all of the Shares that you tender even if you tender them at or below the final Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and -7- Table of Contents you complete the section entitled “Odd...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d576107dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY CIT GROUP INC. OF UP TO $500,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $56.00 PER SHARE AND NOT LESS THAN $50.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 23, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED,...

txn_type = TENDER_OFFEREX-99.A.5.C 2 d510421dex99a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) Exhibit (a)(5)(C) CIT Announces Preliminary Results of Cash Tender Offer for Its Common Stock May 24, 2018 NEW YORK, May 24, 2018 — CIT Group Inc. (NYSE: CIT) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., ET, on May 23, 2018. Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of...

txn_type = TENDER_OFFEREX-99.(A)(5)(D) 2 d596699dex99a5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) Exhibit (a)(5)(D) CIT Announces Final Results of Cash Tender Offer for Its Common Stock NEW YORK, May 30, 2018 — CIT Group Inc. (NYSE: CIT) today announced the final results of its “modified Dutch auction” tender offer, which expired at 11:59 p.m., ET, on May 23, 2018. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, CIT accepted for payment 11,123,287...