Item 1.01. Entry into a Material Definitive Agreement.

On May 4, 2012, CIT Group Inc. ("CIT") completed a registered public offering of $1.25 billion aggregate principal amount of senior unsecured notes due 2017 (the "2017 Notes") and $750 million aggregate principal amount of senior unsecured notes due 2020 (the "2020 Notes", together with the 2017 Notes, the "Notes"). The 2017 Notes were issued at par and will bear interest at a rate of 5.000% per annum and the 2020 Notes were issued at par and will bear interest at a rate of 5.375% per annum. Interest on the Notes will be payable semi-annually in cash in arrears on May 15 and November 15 of each year, commencing on November 15, 2012.

The net proceeds of this offering were approximately $1.981 billion, after deducting commissions, fees and expenses associated with the offering. We intend to use the net proceeds from the offering of the 2017 Notes for general corporate purposes and to refinance our outstanding 7.00% Series C Notes maturing in 2017. We intend to use the net proceeds from the offering of the 2020 Notes for general corporate purposes and to refinance our outstanding 7.00% Series C Notes maturing in 2016 and/or 2017.

The Notes were issued pursuant to CIT's shelf registration statement on Form S-3 ASR (Registration No. 333-180015), as supplemented by the final prospectus supplement filed with the SEC on May 2, 2012.

The Notes are unsecured obligations of CIT and are not guaranteed by any of CIT's subsidiaries.

The Notes were issued under a base indenture, dated March 15, 2012, as supplemented by a second supplemental indenture, dated as of May 4, 2012 (together, the "Indenture"), each between CIT, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent. The Indenture contains certain covenants that, subject to exceptions, limit CIT's ability to (i) create liens and (ii) merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of its assets.

The Notes may be redeemed at any time, in whole or in part, at a redemption price of 100% of the principal amount plus accrued and unpaid interest, if any, to the redemption date, plus a "make-whole" premium based on a discount rate of the applicable U.S. Treasury rate plus 50 basis points. In addition, CIT may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise. If CIT experiences a Change of Control Triggering Event (as defined in the Indenture), the holders of the Notes may require CIT to repurchase for cash all or a portion of their Notes at a price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest.

The Indenture (including the Form of Note included therein) and the underwriting agreement relating to the Notes have been filed as exhibits to this Current Report on Form 8-K and the description of the Indenture contained herein is qualified in its entirety by reference to the Indenture.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated as of May 1, 2012, among CIT Group Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC as representatives of the underwriters listed in Schedule A thereto.

4.1 Indenture, dated as of March 15, 2012, among CIT Group Inc., Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed March 16, 2012).

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4.2 Second Supplemental Indenture, dated as of May 4, 2012, among CIT Group Inc., Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (including the Form of Note).

5.1 Opinion of Sullivan & Cromwell LLP.

23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

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