UPDATE:CIT Debt-Swap Talks Bring Up Costly Typo;Tweaks Seen
October 16 2009 - 11:37AM
Dow Jones News
Negotiations on changes to CIT Group Inc.'s (CIT) sweeping debt
exchange went down to the wire, as advisors to the commercial
lender's steering committee of bondholders and some aggrieved
investors worked into the early hours of Friday to hammer out the
details.
An announcement on the amendments to the exchange offer or a
pre-packaged bankruptcy plan is expected later Friday and could
come after the close of business, according to one person familiar
with the situation.
CIT spokesman Tim Lynch declined to officially comment on the
discussions, the proposed changes or timing of the announcement.
The aim of the debt exchange, announced Oct. 1, is to get holders
of about $31 billion in bonds to cut this debt by at least $5.7
billion and to extend debt maturities. At the same time, CIT is
asking bondholders to vote on a pre-packaged bankruptcy plan.
Holders of CIT's longer-dated subordinated bonds have been
particularly vocal in their dissatisfaction with the original
offer. One bondholder said "typos" in the original offering
memorandum, which came to light late Thursday night, threatened to
stymie negotiations with owners of CIT's longer-dated junior
subordinated bonds.
One of the mistakes under discussion concerned how much equity
in the restructured entity owners of CIT's 6.10% junior
subordinated notes due March 15, 2067, would receive in the
pre-packaged bankruptcy plan.
Under the exchange, owners of CIT's bonds would get new secured
debt worth as much as 90 cents on the dollar if they currently own
bonds that mature this year, but would end up with less new debt
and more equity if they own bonds maturing later.
The sliding-scale ratio of debt to equity offered to bondholders
under the plan is of a particular concern to holders of CIT's
long-dated 12.00% subordinated bonds due Dec. 18, 2018, as well as
owners of the junior subordinated notes. Owners of this debt aren't
being offered any new debt in the exchange offer and only a small
amount of new shares in the restructured entity.
Holders of both CIT's junior and senior subordinated bonds are
likely to get more of the equity under the expected changes.
But the sticking point is how much equity was offered to holders
of the junior subordinated bonds in the first place. There was a
discrepancy of one-tenth of a percentage point in the offer
documents: On page C-15 of the offering memorandum, holders of the
junior subordinated are offered 0.8% of the equity, while on pages
19 and 143, they are offered 0.9%.
The difference could be worth as much as $10 million to some
holders of these bonds, depending on how they value the company,
according to the bondholder.
Jeffrey Werbalowsky, chief executive of Houlihan Lokey, an
adviser to the committee representing the bondholder steering
committee, didn't return a call seeking comment.
Changes to the terms offered to owners of CIT's long-term
subordinated debt are not the only amendments expected, the person
familiar with the situation said. The person described the
discussions with these bondholders as just "one element," adding
that there are "other notable moving parts." It remained unclear
what other changes the company intended to make. A second person
familiar with the situation played down the extent of the changes,
describing them as "very much around the edges".
As things stand, investors have until 11:59 p.m. EDT on Oct. 29
to tender their bonds under the restructuring plan that was
orchestrated by some members of the bondholders' steering committee
- Oaktree Capital Management, Centerbridge Partners and Capital
Research & Management - in consultation with CIT
management.
CIT bonds are mostly lower Friday, while the cost of protecting
this debt against a default continues to suggest that investors
aren't betting that CIT manages to restructure out of court.
CIT's shares were at $1.11, down 5.93% on the day.
-By Kate Haywood, Dow Jones Newswires; 212-416-2218;
kate.haywood@dowjones.com
(Mike Spector from the Wall Street Journal contributed to this
report)