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Published on 5/17/2011 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

CIT launches exchange offer, solicitation for three notes series

By Jennifer Chiou

New York, May 17 - CIT Group Inc. announced the start of an exchange offer for any and all of its:

• $3,156,011,226 of 7% series A second-lien secured notes due May 1, 2015;

• $5,260,018,699 of 7% series A second-lien secured notes due May 1, 2016; and

• $7,364,026,178 of 7% series A second-lien secured notes due May 1, 2017.

The company is offering new 7% series C second-lien secured notes due May 4, 2015, 7% series C second-lien secured notes due May 2, 2016 and 7% series C second-lien secured notes due May 2, 2017 in exchange for the existing notes maturing in the same year.

CIT is also soliciting consents to generally replace the covenants and events of default for the series A notes with the same covenants governing its existing $1.3 billion of 5¼% series C second-priority secured notes due 2014 and $700 million of 6 5/8% series C notes due 2018. Those tendering by the consent deadline of 5 p.m. ET on May 27 will receive a $2.50 consent fee per $1,000 of series A notes.

Holders may deliver consents without tendering their notes in the exchange offer.

The new exchange notes have essentially the same terms as the old notes, except that they will mature one business day later than the series A notes, and the series C notes will afford additional call protection to investors, the company said in a news release.

The series A notes are callable at 102 and become callable at par on Jan. 1, 2012. The new notes will not be callable until Jan. 1, 2012 and thereafter may only be optionally redeemed at par if no series A notes maturing in that year remain outstanding at the time.

In addition, prior to Jan. 1, 2012, if CIT completes either an optional redemption or any offer to repurchase series A notes that mature in any year, the company will be required to offer to purchase a pro rata principal amount of series C securities that mature in the same year at the same price.

Those who tender their securities prior to 5 p.m. ET on May 27 will receive a like amount of new series C notes in exchange for the series A notes. This includes a $30.00 early tender premium.

Those who tender after the early deadline and before the exchange deadline of 11:59 p.m. ET on June 13 will receive $970 of new notes in exchange for each $1,000 of old notes.

Participating holders will also receive accrued interest.

The company is seeking consents from holders of a majority of the notes in the solicitation, but the exchange offer is neither conditioned on a minimum number of tenders nor is it conditioned on the success of the solicitation.

D. F. King & Co., Inc. is the information agent (800 628-8536 or call collect 212 269-5550).

CIT is a New York-based provider of financing to small businesses and middle-market companies.


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