Rule 424(b)(3)
Registration Statement No. 333-119172
4.25% Senior Notes: CUSIP 125581AQ1; ISIN US125581AQ10; Common Code 021157643
5.00% Senior Notes: CUSIP 125581AR9; ISIN US125581AR92; Common Code 021172111
PRICING SUPPLEMENT NO. 5
Dated January 25, 2005 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
$1,500,000,000
[LOGO]
CIT Group Inc.
$750,000,000 4.25% Senior Notes Due February 1, 2010
$750,000,000 5.00% Senior Notes Due February 1, 2015
Joint Lead Managers
Deutsche Bank Securities Lehman Brothers Merrill Lynch & Co.
-----------------------------
Co-Managers
Banc of America Securities LLC Barclays Capital
Bear, Stearns & Co. Inc. Citigroup
Goldman, Sachs & Co. JPMorgan
Morgan Stanley Wachovia Securities
-----------------------------
Junior Co-Managers
BNY Capital Markets, Inc. Mizuho International plc
RBS Greenwich Capital SG Corporate & Investment Banking
(X) Senior Note ( ) Subordinated Note
Principal Amount: $750,000,000 in 4.25% Senior Notes;
$750,000,000 in 5.00% Senior Notes.
Proceeds to Corporation: 99.192% or $743,940,000 for the 4.25% Senior Notes;
98.991% or $742,432,500 for the 5.00% Senior Notes.
Underwriters' Commission: 0.350% or $2,625,000 for the 4.25% Senior Notes;
0.450% or $3,375,000 for the 5.00% Senior Notes.
Issue Price: 99.542% or $746,565,000 for the 4.25% Senior Notes;
99.441% or $745,807,500 for the 5.00% Senior Notes.
Original Issue Date: February 1, 2005 for each of the 4.25% Senior Notes
and the 5.00% Senior Notes.
Maturity Date: For the 4.25% Senior Notes, the Maturity Date is
February 1, 2010, provided that if such day is not
a Business Day, the payment of principal and
interest may be made on the next succeeding
Business Day, and no interest on such payment will
accrue for the period from and after the Maturity
Date.
For the 5.00% Senior Notes, the Maturity Date is
February 1, 2015, provided that if such day is not
a Business Day, the payment of principal and
interest may be made on the next succeeding
Business Day, and no interest on such payment will
accrue for the period from and after the Maturity
Date.
Business Day: Any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking
institutions are authorized or required by law or
regulation (including any executive order) to
close in the City of New York.
Interest Rate: The 4.25% Senior Notes will bear interest at an
annual rate of 4.25%; the 5.00% Senior Notes will
bear interest at an annual rate of 5.00%.
Specified Currency: U.S. Dollars ($).
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
February 1, 2005.
Form: Global Notes.
Interest Payment Dates: Interest will be paid on the 4.25% Senior Notes on
the Maturity Date and semiannually on February 1
and August 1 of each year, commencing on August 1,
2005, 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 on the amount
payable for the period from and after such
Interest Payment Date or the Maturity Date, as the
case may be.
Interest will be paid on the 5.00% Senior Notes on
the Maturity Date and semiannually on February 1
and August 1 of each year, commencing on August 1,
2005, 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 on the amount
payable for the period from and after such
Interest Payment Date or the Maturity Date, as the
case may be.
Accrual of Interest: With respect to the 4.25% Senior Notes, 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.
With respect to the 5.00% Senior Notes, 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.
Exchange Listing: None.
Trustee, Registrar, J.P. Morgan Trust Company, National Association.
Authenticating Agent, U.S.
Calculation Agent and U.S.
Paying Agent:
CUSIP: 125581AQ1 for the 4.25% Senior Notes; 125581AR9 for
the 5.00% Senior Notes.
ISIN: US125581AQ10 for the 4.25% Senior Notes;
US125581AR92 for the 5.00% Senior Notes.
Common Code: 021157643 for the 4.25% Senior Notes; 021172111 for
the 5.00% Senior Notes.
Other Provisions: "4.25% Senior Notes" means the $750,000,000 4.25%
Senior Notes Due February 1, 2010.
"5.00% Senior Notes" means the $750,000,000 5.00%
Senior Notes Due February 1, 2015.
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of January 25, 2005,
with the Underwriters named below, for whom Deutsche Bank Securities Inc.,
Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are
acting as representatives. 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
--------------------- -------------------
4.25% Senior Notes 5.00% Senior Notes
------------------ ------------------
Deutsche Bank Securities Inc............................ $195,000,000 $195,000,000
Lehman Brothers Inc..................................... 195,000,000 195,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................... 195,000,000 195,000,000
Banc of America Securities LLC.......................... 18,750,000 18,750,000
Barclays Capital Inc.................................... 18,750,000 18,750,000
Bear, Stearns & Co. Inc................................. 18,750,000 18,750,000
Citigroup Global Markets Inc............................ 18,750,000 18,750,000
Goldman, Sachs & Co..................................... 18,750,000 18,750,000
J.P. Morgan Securities Inc.............................. 18,750,000 18,750,000
Morgan Stanley & Co. Incorporated....................... 18,750,000 18,750,000
Wachovia Capital Markets, LLC........................... 18,750,000 18,750,000
BNY Capital Markets, Inc................................ 3,750,000 3,750,000
Mizuho International plc ............................... 3,750,000 3,750,000
Greenwich Capital Markets, Inc.......................... 3,750,000 3,750,000
SG Americas Securities, LLC ............................ 3,750,000 3,750,000
Total.............................................. $750,000,000 $750,000,000
============ ============
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 may offer the Notes to certain dealers at a
price less a concession not in excess of (i) 0.20% of the principal amount of
the 4.25% Senior Notes; and (ii) 0.30% of the principal amount of the 5.00%
Senior Notes. The Underwriters may allow, and the dealers may reallow, a
concession to certain other dealers not in excess of (i) 0.10% of the principal
amount of the 4.25% Senior Notes; and (ii) 0.20% of the principal amount of the
5.00% Senior 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 the 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.
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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.
Certain of the Underwriters will make the Notes available for
distribution on the Internet through a proprietary Web site and/or a third-party
system operated by Market Axess Corporation, an Internet-based communications
technology provider. Market Axess Corporation is providing the system as a
conduit for communications between certain of the Underwriters and their
customers and is not a party to any transactions. Market Axess Corporation, a
registered broker-dealer, will receive compensation from certain of the
Underwriters based on transactions such Underwriters conduct through the system.
Certain of the Underwriters will make the Notes available to their customers
through the Internet distributions, whether made through a proprietary or
third-party system, on the same terms as distributions made through other
channels.
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.
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