Rule 424(b)(3)
Registration Statement No. 333-119172
Fixed Rate Notes: CUSIP 125577AS5; ISIN US125577AS55; Common Code 023456524
Floating Rate Notes: CUSIP 125577AT3; ISIN US125577AT39; Common Code 023456168
PRICING SUPPLEMENT NO. 15
Dated October 27, 2005 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
$1,000,000,000
[CIT LOGO]
CIT Group Inc.
$500,000,000 5.200% Senior Notes Due November 3, 2010
$500,000,000 Floating Rate Senior Notes Due November 3, 2010
Joint Lead Managers
Banc of America Securities LLC Morgan Stanley Wachovia Securities
-----------------------------
Co-Managers
Bear, Stearns & Co. Inc. Credit Suisse First Boston HSBC
Mitsubishi UFJ Securities National Australia Bank RBS Greenwich Capital
(X) Senior Notes ( ) Subordinated Notes
Principal Amount: $500,000,000 in Fixed Rate Notes;
$500,000,000 in Floating Rate Notes.
Proceeds to Corporation: 99.615%, or $498,075,000, for the Fixed Rate
Notes;
99.650%, or $498,250,000, for the Floating Rate
Notes.
Underwriters' Commission: 0.350%, or $1,750,000, for the Fixed Rate Notes;
0.350%, or $1,750,000, for the Floating Rate
Notes.
Issue Price: 99.965%, or $499,825,000, for the Fixed Rate
Notes;
100.000%, or $500,000,000 for the Floating Rate
Notes.
Original Issue Date: November 3, 2005 for each of the Fixed Rate
Notes and the Floating Rate Notes.
Maturity Date: November 3, 2010 for each of the Fixed Rate
Notes and the Floating Rate Notes, provided that
if such day is not a Business Day, the payment
of principal and interest may be made on the
next succeeding Business Day as if it were
made on the date that the payment was due, and
no interest on such payment will accrue for the
period from and after the Maturity Date.
Interest Rate for Fixed Rate The Fixed Rate Notes will bear interest at an
Notes: annual rate of 5.200%.
Interest Rate Basis for the LIBOR Telerate.
Floating Rate Notes:
Index Maturity for the Three months.
Floating Rate Notes:
Spread for the Floating Rate +29 basis points (0.29%).
Notes:
Interest Rate Calculation for LIBOR Telerate determined on the Interest
the Floating Rate Notes: Determination Date plus the Spread.
Initial Interest Rate for the LIBOR Telerate determined two London Business
Floating Rate Notes: Days prior to the Original Issue Date plus the
Spread.
Specified Currency: U.S. Dollars ($).
Delivery: The Notes are expected to be delivered in
book-entry form only, to purchasers
through The Depository Trust Company,
Clearstream and Euroclear, as the case
may be, on or about November 3, 2005.
Form: Global Notes.
Denominations: The Notes will be issued only in denominations
of $100,000 and integral multiples of $1,000 in
excess thereof.
Interest Reset Dates for the Quarterly on February 3, May 3, August 3, and
Floating Rate Notes: November 3 of each year, commencing on February
3, 2006, provided that if any such day would
otherwise fall on a day that is not a Business
Day, then the Interest Reset Date will be the
next succeeding Business Day, except that if
such Business Day is in the next succeeding
calendar month, such Interest Reset Date will be
the immediately preceding Business Day.
Interest Payment Dates: Interest will be paid on the Fixed Rate Notes on
the Maturity Date and semiannually on May 3 and
November 3 of each year, commencing on May 3,
2006, provided that if any such day is not a
Business Day, then the interest payment will be
made on the next succeeding Business Day as if
it were made on the date that the interest
payment was due, and no interest will accrue
for
the period from and after such Interest
Payment Date or the Maturity Date, as the case
may be; provided, however, that if such Business
Day is in the next succeeding calendar month,
such Interest Payment Date will be the
immediately preceding Business Day.
Interest will be paid on the Floating Rate Notes
on the Maturity Date and quarterly on February
3, May 3, August 3, and November 3 of each year,
commencing on February 3, 2006, provided that if
any such day (other than the Maturity Date)
is not a Business Day, then the Interest
Payment Date will be postponed to the
following day that is a Business Day, except
that if such Business Day is in the next
succeeding calendar month, such Interest Payment
Date will be the immediately preceding Business
Day.
Accrual of Interest: Interest payments will include the amount of
interest accrued from and including the most
recent Interest Payment Date to which interest
has been paid (or from and including the
Original Issue Date) to, but excluding, the
applicable Interest Payment Date.
Accrued interest with respect to the Floating
Rate Notes will be computed by adding the
Interest Factors calculated for each day from
the Original Issue Date or from the last date to
which interest has been paid or duly provided
for up to but not including the day for which
accrued interest is being calculated. The
"Interest Factor" for any Note for each such day
will be computed by multiplying the face amount
of the Note by the interest rate applicable to
such day and dividing the product thereof by
360.
Interest Determination Date Two London Business Days prior to each Interest
for the Floating Rate Notes: Reset Date.
Calculation Date for the The earlier of (i) the fifth Business Day after
Floating Rate Notes: each Interest Determination Date, or (ii) the
Business Day immediately preceding the
applicable Interest Payment Date.
Maximum Interest Rate Maximum rate permitted by New York law.
for the Floating Rate Notes:
Minimum Interest Rate for the 0.0%.
Floating Rate Notes:
Exchange Listing: None.
Other Provisions: "Fixed Rate Notes" means the $500,000,000 5.200%
Senior Notes Due November 3, 2010.
"Floating Rate Notes" means the $500,000,000
Floating Rate Senior Notes Due November 3, 2010,
and together with the Fixed Rate Notes, the
"Notes."
"LIBOR Telerate" means the rate for deposits in
U.S. dollars having the Index Maturity specified
above which appears on the Telerate Page 3750
(defined below) as of 11:00 a.m., London time, on
the applicable Interest Determination Date.
"Telerate Page 3750" means the display page
designated as page 3750 on the Moneyline Telerate
service (or such other page as may replace page
3750 on that service for the purpose of
displaying London Interbank Offered Rates).
"Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal
holiday nor a day on which banking
institutions are authorized or required by law or
regulation (including any executive order) to
close in The City of New York, and with respect
to the Floating Rate Notes, a day that is also a
London Business Day.
"London Business Day" means any day on which
dealings in deposits in U.S.
2
dollars are transacted in the London interbank
market.
Trustee, Registrar, J.P. Morgan Trust Company, National Association.
Authenticating Agent,
U.S. Calculation Agent and
U.S. Paying Agent:
CUSIP: 125577AS5 for the Fixed Rate Notes; 125577AT3 for
the Floating Rate Notes.
ISIN: US125577AS55 for the Fixed Rate Notes;
US125577AT39 for the Floating Rate Notes.
Common Code: 023456524 for the Fixed Rate Notes; 023456168
for the Floating Rate Notes.
3
PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of October 27, 2005,
with the Underwriters named below. Subject to the terms and conditions set forth
in the terms agreement, we have agreed to sell to each of the Underwriters, and
each of the Underwriters have severally agreed to purchase, the principal amount
of Notes set forth opposite its name below:
Underwriters of Notes Principal Amount of
--------------------- -------------------
Fixed Rate Notes Floating Rate Notes
---------------- -------------------
Banc of America Securities LLC................... $130,000,000 $130,000,000
Morgan Stanley & Co. Incorporated................ 130,000,000 130,000,000
Wachovia Capital Markets, LLC.................... 130,000,000 130,000,000
Bear, Stearns & Co. Inc. ........................ 18,334,000 18,334,000
Credit Suisse First Boston LLC................... 18,334,000 18,334,000
Greenwich Capital Markets, Inc................... 18,333,000 18,333,000
HSBC Securities (USA) Inc. ...................... 18,333,000 18,333,000
Mitsubishi UFJ Securities International plc...... 18,333,000 18,333,000
National Australia Bank, London Branch........... 18,333,000 18,333,000
------------- -------------
Total....................................... $500,000,000 $500,000,000
------------- -------------
We have been advised by the Underwriters that they propose initially to
offer the Notes to the public at the public offering prices set forth on page
one of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.20% of the principal amount of the Notes. The
Underwriters may allow, and the dealers may reallow, a concession to certain
other dealers not in excess of 0.10% of the principal amount of the Notes. After
the initial public offering, the public offering prices and these concessions
may be changed from time to time.
The Notes are a new issue of securities with no established trading
market. The Underwriters have advised us that they intend to make a market in
the Notes, but the Underwriters are not obligated to do so and may discontinue
any market making at any time without notice. The trading market for the Notes
may not be liquid.
The terms agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all the Notes if any are purchased.
In connection with this offering, some or all of the Underwriters and
their respective affiliates may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the Notes. Those transactions may
include stabilization transactions effected in accordance with Rule 104 of
Regulation M under the Securities Exchange Act of 1934, pursuant to which those
Underwriters and affiliates may bid for or purchase Notes for the purpose of
stabilizing the market price. The Underwriters also may create a short position
for the account of the Underwriters by selling more Notes in connection with
this offering than they are committed to purchase from us. In that case, the
Underwriters may purchase Notes in the open market following completion of this
offering to cover their short position. Any of the transactions described in
this paragraph may result in the maintenance of price of the Notes at a level
above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.
Certain of the underwriters may make the Notes available for
distribution on the Internet through a proprietary Web site and/or a third-party
system operated by MarketAxess Corporation, an Internet-based communications
technology provider. MarketAxess Corporation is providing the system as a
conduit for communications between such Underwriters and their respective
customers and is not a party to any transactions. MarketAxess Corporation, a
registered broker-dealer, will receive compensation from such Underwriters based
on transactions they conduct through the system. Such Underwriters will make the
Notes available to their respective customers through the Internet
distributions, whether made through a proprietary or third-party system, on the
same terms as distributions made through other channels.
4
Mitsubishi UFJ Securities International plc is not a U.S. registered
broker-dealer and, therefore, to the extent that it intends to effect any sales
of the Notes in the United States, it will do so through one or more U.S.
registered broker-dealers as permitted by NASD regulations.
Other than this pricing supplement, the accompanying prospectus and
prospectus supplement and any registration statement of which they form a part,
each in electronic format as filed with the SEC, the information on any Web site
is not a part of this pricing supplement, the accompanying prospectus or
prospectus supplement or any registration statement of which they form a part.
Some or all of the Underwriters or their affiliates have provided and
will in the future continue to provide banking and/or other financial services
to CIT and its subsidiaries.
The terms agreement provides that CIT will indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or contribute to payments the Underwriters may be required to make in
respect thereof.
5
OFFERING RESTRICTIONS
European Economic Area
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State"), each
Underwriter has represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an
offer of Notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Notes which has been approved by
the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of Notes to the public in that Relevant
Member State at any time:
o to legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
o to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total
balance sheet of more than (euro)43,000,000 and (3) an annual net
turnover of more than (euro)50,000,000, as shown in its last
annual or consolidated accounts; or
o in any other circumstances which do not require the publication
by us of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an "offer of Notes to the
public" in relation to any Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.
United Kingdom
Each Underwriter has represented and agreed that:
1. No deposit taking: in relation to any notes which have a maturity
of less than one year, (a) it is a person whose ordinary
activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of its business and (b) it has not offered or sold and will not
offer or sell any notes other than to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their businesses where the issue of
the notes would otherwise constitute a contravention of Section
19 of the Financial Services and Markets Act of 2000 (the "FSMA")
by us;
2. Financial promotion: it has only communicated or caused to be
communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received
by it in connection with the issue or sale of any Notes in
circumstances in which Section 21(1) of the FSMA does not, or in
our case, would not, if it was not an authorized institution,
apply to us; and
3. General compliance: it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done
by it in relation to any Notes in, from or otherwise involving
the United Kingdom.
6
France
Each Underwriter has represented and agreed that the pricing supplement
is not being distributed in the context of a public offer in France within the
meaning of Article L. 411-1 of the French Monetary and Financial Code (Code
monetaire et financier), and thus the pricing supplement has not been and will
not be submitted to the Autorite des Marches Financiers for approval in France.
Each Underwriter has further represented and agreed that it has not
offered or sold, and will not offer or sell, directly or indirectly, any Notes
to the public in France and has not distributed or caused to be distributed and
will not distribute or cause to be distributed to the public in France the
pricing supplement or any other offering material relating to the Notes and that
any offers, sales and distributions have been and will be made in France to (i)
qualified investors (investisseurs qualifies) and/or a restricted group of
investors (cercle restreint d'investisseurs), in each case, acting for their own
account, all as defined in, and in accordance with, Articles L. 411-1 and L.
411-2 of the French Monetary and Financial Code and Decree no. 98-880 dated
October, 1 1998 and/or (ii) persons providing portfolio management investment
services acting for third parties.
Each Underwriter has further represented and agreed that the pricing
supplement is not to be further distributed or reproduced (in whole or in part)
in France by the recipients of this pricing supplement and the pricing
supplement has been distributed on the understanding that such recipients will
only participate in the issue or sale of the Notes for their own account and
undertake not to transfer, directly or indirectly, the Notes to the public in
France, other than in compliance with all applicable laws and regulations and in
particular with Articles L. 411-1 and L. 411-2 of the French Monetary and
Financial Code.
Germany
Each Underwriter has represented and agreed that the Notes have not
been and will not be offered or sold or publicly promoted or advertised by it in
the Federal Republic of Germany other than in compliance with the provisions of
the German Securities Prospectus Act (Wertpapierprospektgesetz - WpPG) of June
22, 2005, as amended, or of any other laws applicable in the Federal Republic of
Germany governing the issue, offering and sale of securities.
7
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary discusses certain material U.S. federal income
tax consequences of the acquisition, ownership and disposition of the Floating
Rate Notes by U.S. Holders (as defined in the accompanying Prospectus
Supplement, dated October 29, 2004). This summary is applicable only to
investors who purchase the Floating Rate Notes in the initial offering at their
original issue price and hold the Floating Rate Notes as capital assets for U.S.
federal income tax purposes (generally, property held for investment). This
summary does not address investors that are subject to special tax rules
(including financial institutions, tax-exempt organizations, dealers in
securities, partnerships or other pass-through entities for U.S. federal income
tax purposes and persons subject to alternative minimum tax) or that hold the
Floating Rate Notes as part of an integrated investment. This summary
supplements, and should be read in conjunction with, the section entitled
"Material U.S. Federal Income Tax Consequences" in the accompanying Prospectus
Supplement, dated October 29, 2004.
For U.S. federal income tax purposes, the Floating Rate Notes will be
treated as "variable rate debt instruments" that provide for stated interest at
a single "qualified floating rate." A U.S. Holder will, under the applicable
Treasury regulations, be required to include in gross income, as ordinary
interest income, the stated interest on a Floating Rate Note at the time such
interest accrues or is received, in accordance with the U.S. Holder's regular
method of accounting for U.S. federal income tax purposes. In the case of a U.S.
Holder that uses the accrual method of tax accounting, the amount of interest
accrued during an accrual period would be determined by assuming that the
Floating Rate Notes bear interest at a fixed interest rate equal to the value,
as of the issue date, of the qualified floating rate, and the interest allocable
to the accrual period would be adjusted to reflect the interest actually paid
during the accrual period.
U.S. Holders are urged to consult their own tax advisors regarding the
U.S. federal income tax treatment, and the tax consequences to them of the
acquisition, ownership and disposition, of the Notes.
8