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
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 ( see General Instruction A.2. below):
|_| 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On February 6, 2007 CIT Group Inc. (“CIT”) made available to investors a pricing supplement, dated February 6, 2007, a prospectus supplement, dated January 19, 2006 and a prospectus, dated January 20, 2006, with respect to the issuance of $500,000,000 aggregate principal amount of 5.40% Senior Notes due February 13, 2012, $750,000,000 aggregate principal amount of Floating Rate Senior Notes due February 13, 2012 and $750,000,000 aggregate principal amount of 5.65% Senior Notes due February 13, 2017 (collectively, the “Notes”).
The Notes were issued pursuant to an indenture, dated as of January 20, 2006 (the “Base Indenture”), between CIT and JPMorgan Chase Bank, N.A., as trustee, as amended and supplemented by a first supplemental indenture dated as of February 13, 2007 (the “Supplemental Indenture”), between CIT and The Bank of New York, as successor trustee (the Base Indenture, as amended and supplemented by the Supplemental Indenture, the “Indenture”).
This Current Report on Form 8-K is being filed to satisfy the requirement to file (i) copies of certain agreements executed in connection with the issuance and the offering of the Notes, and (ii) an opinion regarding legality of the Notes.
CIT filed a form of the Base Indenture as Exhibit 4.3 to its shelf registration statement filed with the SEC (File No. 333-131159) on January 20, 2006, a copy of the Supplemental Indenture is attached hereto as Exhibit 4.1 , and a copy of the Form T-1 Statement of Eligibility for The Bank of New York is attached hereto as Exhibit 25.1 .
In connection with the issuance of the Notes, Shearman & Sterling LLP, counsel to CIT, has delivered an opinion to CIT, dated February 13, 2007, regarding the legality of the Notes upon issuance and sale thereof on February 13, 2007. A copy of the opinion as to legality is attached as Exhibit 5.1 hereto.
| Item 9.01. Financial Statements and Exhibits | |||
| (c) | Exhibits | ||
| The following exhibits are filed or furnished herewith: | |||
| 4.1 | First Supplemental Indenture dated as of February 13, 2007 | ||
| 5.1 | Opinion of Shearman & Sterling LLP | ||
| 25.1 | Form T-1 Statement of Eligibility for The Bank of New York, in connection with the Senior Debt Securities Indenture, dated as of January 20, 2006 and the Subordinated Debt Securities Indenture, dated as of January 20, 2006 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CIT Group Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CIT GROUP INC. | ||||
| Dated: February 13, 2007 | By: | /s/ Glenn A. Votek _____________________ | ||
| Name: Glenn A. Votek | ||||
| Title: Executive Vice President & Treasurer | ||||
Exhibit 4.1
CIT GROUP INC.
Issuer
THE BANK OF NEW YORK
Trustee
______________________
FIRST SUPPLEMENTAL INDENTURE
______________________
Dated as of February 13, 2007
Senior Debt Securities
| TABLE OF CONTENTS | |||
| Page | |||
| ARTICLE I DEFINITIONS | 1 | ||
| ARTICLE II AMENDMENT | 2 | ||
| Section 2.1 | Merger, Conversion, Consolidation or Succession to Business | 2 | |
| ARTICLE III RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE | |||
| Section 3.1 | Resignation and Removal; Appointment of Successor Trustee | 2 | |
| ARTICLE IV MISCELLANEOUS | 2 | ||
| Section 4.1 | Ratification of Indenture | 2 | |
| Section 4.2 | Governing Law | 3 | |
| Section 4.3 | Separability | 3 | |
| Section 4.4 | Counterparts | 3 | |
| Section 4.5 | Recitals | 3 | |
FIRST SUPPLEMENTAL INDENTURE, dated as of February 13, 2007 (the “ First Supplemental Indenture ”), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “ Trustee ”), amending and supplementing the indenture, dated as of January 20, 2006 between the Company and the Trustee, governing the issuance of senior debt securities (the “ Base Indenture ,” and together with the First Supplemental Indenture, the “ Indenture ”).
WHEREAS, The Bank of New York succeeded to the corporate trust business of JPMorgan Chase Bank, N.A.;
WHEREAS, JPMorgan Chase Bank, N.A. wishes to tender its resignation and the Company wishes to appoint The Bank of New York as successor trustee and The Bank of New York wishes to accept such appointment;
NOW THEREFORE, the Company covenants and agrees with the Trustee as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions . Unless the context otherwise requires:
(a) a term not defined herein that is defined in the Base Indenture has the same meaning when used in this First Supplemental Indenture;
(b) the definition of any term in this First Supplemental Indenture that is also defined in the Base Indenture shall supersede the definition of such term in the Base Indenture;
(c) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;
(d) the singular includes the plural and vice versa;
(e) headings are for convenience of reference only and do not affect interpretation;
(f) the following terms have the meanings given to them in this Section 1.1(f):
“ Base Indenture ” shall have the meaning set forth in the preamble hereto.
“ Company ” shall have the meaning set forth in the preamble hereto.
“ First Supplemental Indenture ” shall have the meaning provided in the preamble hereto.
“ Former Trustee ” shall have the meaning set forth in Section 3.1 hereof.
“ Indenture ” shall have the meaning set forth in the preamble hereto.
“ Trustee ” shall have the meaning set forth in the preamble hereto.
ARTICLE II
AMENDMENT
Section 2.1 Merger, Conversion, Consolidation or Succession to Business .
With respect to all Securities heretofore or hereafter authenticated and delivered under this Indenture, pursuant to Section 9.1 of the Base Indenture, Section 6.10 of the Base Indenture is amended by deleting such Section in its entirety and inserting in lieu thereof the following language:
“Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided , that such Corporation shall be otherwise qualified and eligible under this Section. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.”
ARTICLE III
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE
Section 3.1 Resignation and Removal; Appointment of Successor Trustee . With respect to all Securities heretofore or hereafter authenticated and delivered under this Indenture, JPMorgan Chase Bank, N.A. (the “Former Trustee”) hereby tenders its resignation and the Company hereby appoints The Bank of New York, herein referred to as the “Trustee,” as successor trustee pursuant to Section 6.8 of the Base Indenture. The Trustee hereby accepts appointment as successor trustee pursuant to Section 6.9 of the Base Indenture and shall become vested with all rights, powers, trusts and duties hereunder of the Former Trustee.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Ratification of Indenture . The Base Indenture as amended and supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.
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Section 4.2 Governing Law . This First Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed entirely within said State.
Section 4.3 Separability . In case any one or more of the provisions contained in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture; this First Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
Section 4.4 Counterparts . This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
Section 4.5 Recitals . The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Securities contemplated thereunder. The recitals and statements herein are deemed to be those of the Company and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| CIT GROUP INC. | ||
| By: | /s/ Glenn A. Votek | |
| Name: Glenn A. Votek | ||
| Title: Executive Vice President and Treasurer | ||
| THE BANK OF NEW YORK | ||
| as Trustee | ||
| By: | /s/ L. O’Brien | |
| Name: L. O’Brien | ||
| Title: Vice President | ||
| JPMORGAN CHASE BANK, N.A., | ||
| as Former Trustee | ||
| /s/ T. Foley | ||
| By | Name: T. Foley | |
| Title: Vice President | ||
Exhibit 5.1
[LETTERHEAD OF SHEARMAN & STERLING LLP]
February 13, 2007
|
CIT Group Inc.
1 CIT Drive Livingston, New Jersey 07039 |
CIT Group Inc.
$500,000,000 5.40% Senior Notes due February 13, 2012
$750,000,000 Floating Rate Senior Notes due February 13, 2012
$750,000,000 5.65% Senior Notes due February 13, 2017
Ladies and Gentlemen:
We have acted as counsel to CIT Group Inc., a Delaware corporation (the “ Company ”), in connection with the purchase and sale of $500,000,000 aggregate principal amount of the Company’s 5.40% Senior Notes due February 13, 2012 (the “ 5.40% Fixed Rate Notes ”), $750,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due February 13, 2012 (the “ Floating Rate Notes ”) and $750,000,000 aggregate principal amount of the Company’s 5.65% Senior Notes due February 13, 2017 (the “ 5.65% Fixed Rate Notes ” and, collectively with the 5.40% Fixed Rate Notes and the Floating Rate Notes, the “ Notes ”) pursuant to the Terms Agreement, dated as of February 6, 2007 (the “ Terms Agreement ”), among the Company and each of the underwriters named on the signature pages thereto, and subject to the terms and conditions of a Global Selling Agency Agreement, dated January 20, 2006, among the Company and the Agents named on the signature pages thereto (the “ Agency Agreement ”). The Notes are being issued pursuant to the Indenture, dated as of January 20, 2006 (the “ Base Indenture ”), between the Company and JPMorgan Chase Bank, N.A., as trustee, as amended and supplemented by the First Supplemental Indenture, dated February 13, 2007 (the “ First Supplemental Indenture ”) between the Company and The Bank of New York, as successor trustee (the “ Trustee ”) (the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the “ Indenture ”).
In that connection, we have reviewed originals or copies of the following documents:
| (a) | The Terms Agreement. | |
| (b) | The Agency Agreement. | |
| (c) | The Indenture. | |
| (d) | The Notes. | |
| (e) | The certificate of incorporation and by-laws of the Company, as amended through July 28, 2005 and July 22, 2003, respectively. | |
| (f) | The registration statement on Form S-3 (File No. 333-131159) filed by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), with the Securities and Exchange Commission (the “ Commission ”) on January 20, 2006 (such registration statement, including the documents incorporated by reference therein, being hereinafter collectively referred to as the “ Registration Statement ”). | |
| (g) | The prospectus dated January 19, 2006, with respect to the offering from time to time of $18,000,000,000 aggregate offering price of the Company’s securities (the “ Base Prospectus ”), as supplemented by the prospectus supplement relating to the Company’s Medium-Term Note Program, Series A, dated January 20, 2006 (the “ Prospectus Supplement ”), and the pricing supplement relating to the Notes, dated February 6, 2007 (the “ Pricing Supplement ”) (the Base Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement, in the forms filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, including the documents incorporated by reference therein, being hereinafter collectively referred to as the “ Prospectus ”). | |
| (h) | Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below. | |
In our review, we have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted to us and the conformity to authentic originals of any documents submitted to us as copies. We have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Company; that the Indenture is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms. We also have assumed that the execution, delivery and performance by the Company of the Indenture will not (a) contravene the certificate of incorporation or bylaws of the Company, (b) violate any law, rule or regulation applicable to the Company or (c) result in any conflict with or breach of any agreement or document binding on the Company.
Our opinions set forth below are limited to the law of the State of New York and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law.
Based upon the foregoing, and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:
2
| 1. | The Indenture has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. | |
| 2. | The Notes have been duly authorized by the Company, and when the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided in the Agency Agreement and the Terms Agreement, the Notes will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture. | |
The opinions set forth above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
We understand that this opinion is to be used in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
|
Very truly yours,
/s/ Shearman & Sterling LLP |
|
MJS/SK/JHS
3
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
|
(Jurisdiction of incorporation if not a U.S. national bank) |
(I.R.S. Employer Identification No.) |
|
One Wall Street
|
(Zip code) |
CIT GROUP INC.
(Exact name of obligor as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
65-1051192
|
|
New York, New York (Address of principal executive offices) |
(Zip code) |
Senior Debt Securities
Subordinated Debt Securities
(Title of the indenture securities)
|
Item 1. |
General Information. |
|
|
Furnish the following information as to the Trustee: |
|
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(a) |
Name and address of each examining or supervising authority to which it is subject. |
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(b) |
Whether it is authorized to exercise corporate trust powers. |
| Yes. |
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Item 2. |
Affiliations with Obligor. |
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If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
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None. |
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Item 16. |
List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
|
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1. |
- |
A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.) |
| 4. | - | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.) | |
| 6. | - | The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) | |
| 7. | - | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of February, 2007.
|
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THE BANK OF NEW YORK |
|
| By: | /s/ Larry O’Brien | |
| Name: Larry O’Brien | ||
| Title: Vice President | ||
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
|
ASSETS |
Dollar Amounts
|
|
Cash and balances due from depository institutions: |
|
|
Noninterest-bearing balances and currency and coin |
$ 2,478,000 |
|
Interest-bearing balances |
15,693,000 |
|
Securities: |
|
|
Held-to-maturity securities |
1,856,000 |
|
Available-for-sale securities |
17,740,000 |
|
Federal funds sold and securities purchased under agreements to resell |
|
|
Federal funds sold in domestic offices |
3,334,000 |
|
Securities purchased under agreements to resell |
219,000 |
|
Loans and lease financing receivables: |
|
|
Loans and leases held for sale |
0 |
|
Loans and leases, net of unearned income |
35,123,000 |
|
LESS: Allowance for loan and lease losses |
407,000 |
|
Loans and leases, net of unearned income and allowance |
34,716,000 |
|
Trading Assets |
3,011,000 |
|
Premises and fixed assets (including capitalized leases) |
896,000 |
|
Other real estate owned |
0 |
|
Investments in unconsolidated subsidiaries and associated companies |
308,000 |
|
Not applicable |
|
|
Intangible assets: |
|
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Goodwill |
2,188,000 |
|
Other intangible assets |
741,000 |
|
Other assets |
7,975,000 |
|
Total assets |
$91,155,000 |
|
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|
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LIABILITIES |
|
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Deposits: |
|
|
In domestic offices |
$34,430,000 |
|
Noninterest-bearing |
16,230,000 |
|
Interest-bearing |
18,200,000 |
EXHIBIT 7
In foreign offices, Edge and Agreement subsidiaries, and IBFs
34,321,000
Noninterest-bearing
399,000
Interest-bearing
33,922,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices
900,000
Securities sold under agreements to repurchase
152,000
Trading liabilities
2,224,000
Other borrowed money:
1,763,000
Not applicable
Not applicable
Subordinated notes and debentures
1,955,000
Other liabilities
6,374,000
Total liabilities
$82,119,000
Minority interest in consolidated subsidiaries
151,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
2,115,000
Retained earnings
5,696,000
Accumulated other comprehensive income
-61,000
Other equity capital components
0
Total equity capital
8,885,000
Total liabilities, minority interest, and equity capital
$91,155,000
EXHIBIT 7
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas A. Renyi
Alan R. Griffith
Directors
(Page ii of iii)
(includes mortgage indebtedness and obligations under capitalized leases)
(Page iii of iii)
Gerald L. Hassell