Table of Contents
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
6.88% Notes due November 1, 2009 | USD 300,000,000 | 12560PCL3 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.13% Notes due November 3, 2009 | USD 500,000,000 | 125581AM0 | $ | 900 | 0.40749 | Class 7 | ||||||||||
3.85% Notes due November 15, 2009 | USD 1,959,000 | 12557WJP7 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.63% Notes due November 15, 2009 | USD 1,349,000 | 12557WLV1 | $ | 900 | 0.40749 | Class 7 | ||||||||||
5.05% Notes due November 15, 2009 | USD 2,800,000 | 12557WPC9 | $ | 900 | 0.40749 | Class 7 | ||||||||||
5.00% Notes due November 15, 2009 | USD 4,217,000 | 12557WB26 | $ | 900 | 0.40749 | Class 7 | ||||||||||
5.00% Notes due November 15, 2009 | USD 5,083,000 | 12557WB59 | $ | 900 | 0.40749 | Class 7 | ||||||||||
5.00% Notes due November 15, 2009 | USD 6,146,000 | 12557WB83 | $ | 900 | 0.40749 | Class 7 | ||||||||||
3.95% Notes due December 15, 2009 | USD 3,314,000 | 12557WJV4 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.80% Notes due December 15, 2009 | USD 2,073,000 | 12557WMB4 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.70% Notes due December 15, 2009 | USD 285,000 | 12557WPL9 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.85% Notes due December 15, 2009 | USD 582,000 | 12557WPU9 | $ | 900 | 0.40749 | Class 7 | ||||||||||
6.25% Notes due December 15, 2009 | USD 63,703,000 | 12557WSJ1 | $ | 900 | 0.40749 | Class 7 | ||||||||||
6.50% Notes due December 15, 2009 | USD 40,994,000 | 12557WSM4 | $ | 900 | 0.40749 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
Floating Rate Notes due December 21, 2009 | USD 113,000,000 | 12560PDL2 | $ | 900 | 0.40749 | Class 7 | ||||||||||
4.25% Notes due February 1, 2010 | USD 750,000,000 | 125581AQ1 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.05% Notes due February 15, 2010 | USD 4,172,000 | 12557WKE0 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.15% Notes due February 15, 2010 | USD 1,918,000 | 12557WQC8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.05% Notes due February 15, 2010 | USD 1,497,000 | 12557WQL8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
6.50% Notes due February 15, 2010 | USD 58,219,000 | 12557WSX0 | $ | 850 | 1.22248 | Class 7 | ||||||||||
6.25% Notes due February 15, 2010 | USD 44,138,000 | 12557WTE1 | $ | 850 | 1.22248 | Class 7 | ||||||||||
Floating Rate Notes due March 1, 2010 | CHF 100,000,000 | CH0029382659 | $ | 850 | 1.22248 | Class 7 | ||||||||||
2.75% Notes due March 1, 2010 | CHF 50,000,000 | CH0029407191 | $ | 850 | 1.22248 | Class 7 | ||||||||||
Floating Rate Notes due March 12, 2010 | USD 1,000,000,000 | 125581CX4 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.30% Notes due March 15, 2010 | USD 1,822,000 | 12557WKL4 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.05% Notes due March 15, 2010 | USD 4,241,000 | 12557WMH1 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.15% Notes due March 15, 2010 | USD 6,375,000 | 12557WMP3 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.90% Notes due March 15, 2010 | USD 297,000 | 12557WQU8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.85% Notes due March 15, 2010 | USD 784,000 | 12557WRC7 | $ | 850 | 1.22248 | Class 7 | ||||||||||
6.50% Notes due March 15, 2010 | USD 33,677,000 | 12557WTL5 | $ | 850 | 1.22248 | Class 7 | ||||||||||
Floating Rate Notes due March 22, 2010 | USD 150,000,000 | 12560PFN6 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.45% Notes due May 15, 2010 | USD 3,980,000 | 12557WKS9 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due May 15, 2010 | USD 2,414,000 | 12557WMV0 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.38% Notes due June 15, 2017(2) | GBP 300,000,000 | XS0276327342 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.30% Notes due June 15, 2010 | USD 1,013,000 | 12557WKX8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.35% Notes due June 15, 2010 | USD 1,419,000 | 12557WLE9 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.30% Notes due June 15, 2010 | USD 2,622,000 | 12557WNB3 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.60% Notes due August 15, 2010 | USD 1,131,000 | 12557WLL3 | $ | 850 | 1.22248 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
5.45% Notes due August 15, 2010 | USD 11,920,000 | 12557WNH0 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.50% Notes due August 15, 2010 | USD 1,511,000 | 12557WA92 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.25% Notes due September 15, 2010 | USD 295,000 | 12557WLS8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due September 15, 2010 | USD 11,403,000 | 12557WNR8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.20% Notes due November 3, 2010 | USD 500,000,000 | 125577AS5 | $ | 850 | 1.22248 | Class 7 | ||||||||||
Floating Rate Notes due November 3, 2010 | USD 474,000,000 | 125577AT3 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.05% Notes due November 15, 2010 | USD 9,054,000 | 12557WLY5 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due November 15, 2010 | USD 6,349,000 | 12557WNZ0 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due November 15, 2010 | USD 12,292,000 | 12557WC33 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due November 15, 2010 | USD 1,686,000 | 12557WC74 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.75% Notes due December 15, 2010 | USD 750,000,000 | 12560PDB4 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.00% Notes due December 15, 2010 | USD 5,842,000 | 12557WME8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.05% Notes due December 15, 2010 | USD 5,926,000 | 12557WPH8 | $ | 850 | 1.22248 | Class 7 | ||||||||||
4.90% Notes due December 15, 2010 | USD 3,188,000 | 12557WPR6 | $ | 850 | 1.22248 | Class 7 | ||||||||||
5.25% Notes due December 15, 2010 | USD 807,000 | 12557WSE2 | $ | 850 | 1.22248 | Class 7 | ||||||||||
6.50% Notes due December 15, 2010 | USD 12,177,000 | 12557WSR3 | $ | 850 | 1.22248 | Class 7 | ||||||||||
6.50% Notes due January 15, 2011 | USD 17,752,000 | 12557WSV4 | $ | 800 | 2.03746 | Class 7 | ||||||||||
4.72% Notes due February 10, 2011 | CAD 400,000,000 | 125581AU2 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.15% Notes due February 15, 2011 | USD 2,158,000 | 12557WPZ8 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.15% Notes due February 15, 2011 | USD 1,458,000 | 12557WQH7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
6.60% Notes due February 15, 2011 | USD 25,229,000 | 12557WTB7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due February 28, 2011(3) | GBP 70,000,000 | XS0245933121 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.05% Notes due March 15, 2011 | USD 1,560,000 | 12557WML2 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.00% Notes due March 15, 2011 | USD 1,001,000 | 12557WQR5 | $ | 800 | 2.03746 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
4.90% Notes due March 15, 2011 | USD 806,000 | 12557WQZ7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.00% Notes due March 15, 2011 | USD 1,589,000 | 12557WRH6 | $ | 800 | 2.03746 | Class 7 | ||||||||||
6.75% Notes due March 15, 2011 | USD 7,604,000 | 12557WTJ0 | $ | 800 | 2.03746 | Class 7 | ||||||||||
6.50% Notes due March 15, 2011 | USD 6,187,000 | 12557WTQ4 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.15% Notes due April 15, 2011 | USD 957,000 | 12557WMS7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due April 27, 2011 | USD 280,225,000 | 125581BA5 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.60% Notes due April 27, 2011 | USD 750,000,000 | 125581AZ1 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.40% Notes due May 15, 2011 | USD 1,283,000 | 12557WMY4 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.35% Notes due June 15, 2011 | USD 558,000 | 12557WNE7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due July 28, 2011 | USD 669,500,000 | 125581BE7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.80% Notes due July 28, 2011 | USD 550,000,000 | 125581BF4 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.35% Notes due August 15, 2011 | USD 2,254,000 | 12557WNM9 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.20% Notes due September 15, 2011 | USD 2,685,000 | 12557WNV9 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due September 21, 2011(3) | GBP 40,000,000 | XS0268935698 | $ | 800 | 2.03746 | Class 7 | ||||||||||
4.25% Notes due September 22, 2011(4) | EUR 750,000,000 | XS0201605192 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.20% Notes due November 15, 2011 | USD 7,392,000 | 12557WPD7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.25% Notes due November 15, 2011 | USD 4,427,000 | 12557WB34 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.25% Notes due November 15, 2011 | USD 5,175,000 | 12557WB67 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.25% Notes due November 15, 2011 | USD 4,944,000 | 12557WB91 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due November 30, 2011(3) | EUR 500,000,000 | XS0275670965 | $ | 800 | 2.03746 | Class 7 | ||||||||||
4.85% Notes due December 15, 2011 | USD 482,000 | 12557WPM7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.00% Notes due December 15, 2011 | USD 1,685,000 | 12557WPV7 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.40% Notes due February 13, 2012 | USD 479,996,000 | 125581CT3 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due February 13, 2012 | USD 654,250,000 | 125581CU0 | $ | 800 | 2.03746 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
5.25% Notes due February 15, 2012 | USD 2,937,000 | 12557WQD6 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.15% Notes due February 15, 2012 | USD 1,532,000 | 12557WQM6 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.25% Notes due February 15, 2012 | USD 30,577,000 | 12557WSY8 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.00% Notes due February 15, 2012 | USD 17,676,000 | 12557WTF8 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.00% Notes due March 15, 2012 | USD 482,000 | 12557WQV6 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.00% Notes due March 15, 2012 | USD 1,059,000 | 12557WRD5 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.25% Notes due March 15, 2012 | USD 13,609,000 | 12557WTM3 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.75% Notes due April 2, 2012 | USD 259,646,000 | 125581AB4 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.75% Notes due August 15, 2012 | USD 466,000 | 12557WA68 | $ | 800 | 2.03746 | Class 7 | ||||||||||
3.80% Notes due November 14, 2012(3) | EUR 450,000,000 | XS0234935434 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.50% Notes due November 15, 2012 | USD 2,711,000 | 12557WC41 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.50% Notes due November 15, 2012 | USD 1,381,000 | 12557WC82 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.63% Notes due November 30, 2012 | USD 1,277,653,000 | 125577AZ9 | $ | 800 | 2.03746 | Class 7 | ||||||||||
5.50% Notes due December 15, 2012 | USD 495,000 | 12557WSF9 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.00% Notes due December 15, 2012 | USD 36,343,000 | 12557WSK8 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.25% Notes due December 15, 2012 | USD 19,425,000 | 12557WSN2 | $ | 800 | 2.03746 | Class 7 | ||||||||||
7.30% Notes due December 15, 2012 | USD 11,775,000 | 12557WSS1 | $ | 800 | 2.03746 | Class 7 | ||||||||||
Floating Rate Notes due December 21, 2012 | USD 290,705,000 | 12560PEP2 | $ | 800 | 2.03746 | Class 7 | ||||||||||
6.15% Notes due January 15, 2013 | USD 29,038,000 | 12557WAZ4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due January 15, 2013 | USD 62,461,000 | 12557WBC4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.15% Notes due January 15, 2013 | USD 52,560,000 | 12557WBF7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due January 15, 2013 | USD 53,967,000 | 12557WBJ9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.50% Notes due January 15, 2013 | USD 27,292,000 | 12557WSW2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due February 15, 2013 | USD 22,781,000 | 12557WBM2 | $ | 700 | 3.25993 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
6.20% Notes due February 15, 2013 | USD 24,387,000 | 12557WBQ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due February 15, 2013 | USD 22,368,000 | 12557WBT7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.60% Notes due February 15, 2013 | USD 23,615,000 | 12557WTC5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.15% Notes due February 15, 2013 | USD 23,318,000 | 12557WBW0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.40% Notes due March 7, 2013 | USD 483,516,000 | 125581AX6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.75% Notes due March 15, 2013 | USD 18,242,000 | 12557WTK7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.90% Notes due March 15, 2013 | USD 17,591,000 | 12557WTN1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.25% Notes due March 15, 2013 | USD 5,350,000 | 12557WTR2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due March 15, 2013 | USD 26,178,000 | 12557WBZ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due March 15, 2013 | USD 27,547,000 | 12557WCC3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.10% Notes due March 15, 2013 | USD 27,499,000 | 12557WCF6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due March 15, 2013 | USD 26,121,000 | 12557WCJ8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.15% Notes due April 15, 2013 | USD 24,593,000 | 12557WCM1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.15% Notes due April 15, 2013 | USD 28,983,000 | 12557WCQ2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.05% Notes due April 15, 2013 | USD 19,386,000 | 12557WCT6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.05% Notes due May 15, 2013 | USD 44,494,000 | 12557WCW9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.95% Notes due May 15, 2013 | USD 9,133,000 | 12557WCZ2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.95% Notes due May 15, 2013 | USD 11,492,000 | 12557WDC2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.88% Notes due June 15, 2013 | USD 6,237,000 | 12557WDF5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.85% Notes due June 15, 2013 | USD 7,956,000 | 12557WDJ7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.60% Notes due June 15, 2013 | USD 9,421,000 | 12557WDM0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.45% Notes due June 15, 2013 | USD 5,051,000 | 12557WDQ1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
Floating Rate Notes due June 20, 2013(3) | EUR 500,000,000 | XS0258343564 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due July 15, 2013 | USD 5,228,000 | 12557WEF4 | $ | 700 | 3.25993 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
4.65% Notes due July 15, 2013 | USD 9,267,000 | 12557WDT5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.75% Notes due July 15, 2013 | USD 2,318,000 | 12557WDW8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.00% Notes due July 15, 2013 | USD 15,182,000 | 12557WDZ1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.75% Notes due July 15, 2013 | USD 5,779,000 | 12557WEC1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due August 15, 2013 | USD 7,479,000 | 12557WEJ6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due August 15, 2013 | USD 2,903,000 | 12557WEM9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due August 15, 2013 | USD 6,810,000 | 12557WEQ0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.40% Notes due September 15, 2013 | USD 2,445,000 | 12557WET4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due September 15, 2013 | USD 4,171,000 | 12557WEW7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due September 15, 2013 | USD 4,374,000 | 12557WEZ0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due September 15, 2013 | USD 4,378,000 | 12557WFC0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due October 15, 2013 | USD 5,497,000 | 12557WFF3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due October 15, 2013 | USD 8,130,000 | 12557WFJ5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due October 15, 2013 | USD 3,359,000 | 12557WFM8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due November 15, 2013 | USD 3,146,000 | 12557WFQ9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due November 15, 2013 | USD 7,480,000 | 12557WFT3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.40% Notes due December 15, 2013 | USD 5,783,000 | 12557WFW6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due December 15, 2013 | USD 7,241,000 | 12557WFZ9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due January 15, 2014 | USD 2,897,000 | 12557WGC9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.85% Notes due January 15, 2014 | USD 1,333,000 | 12557WGF2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.00% Notes due February 13, 2014 | USD 671,749,000 | 125581AH1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.00% Notes due February 15, 2014 | USD 5,957,000 | 12557WGJ4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.90% Notes due February 15, 2014 | USD 1,958,000 | 12557WGM7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.85% Notes due February 15, 2014 | USD 23,034,000 | 12557WSZ5 | $ | 700 | 3.25993 | Class 7 |
Table of Contents
Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
7.65% Notes due February 15, 2014 | USD 10,897,000 | 12557WTG6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.80% Notes due March 15, 2014 | USD 4,492,000 | 12557WGQ8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.60% Notes due March 15, 2014 | USD 4,211,000 | 12557WGT2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.85% Notes due March 15, 2014 | USD 4,573,000 | 12557WTS0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.80% Notes due April 15, 2014 | USD 2,177,000 | 12557WGW5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due April 15, 2014 | USD 5,735,000 | 12557WGZ8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.00% Notes due May 13, 2014(3) | EUR 463,405,000 | XS0192461837 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due May 15, 2014 | USD 4,898,000 | 12557WHC8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due May 15, 2014 | USD 11,357,000 | 12557WHF1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.70% Notes due June 15, 2014 | USD 8,890,000 | 12557WHJ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due June 15, 2014 | USD 10,815,000 | 12557WHM6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due June 15, 2014 | USD 1,930,000 | 12557WRU7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.85% Notes due June 15, 2014 | USD 1,593,000 | 12557WRX1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due June 15, 2014 | USD 10,892,000 | 12557WSA0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.65% Notes due July 15, 2014 | USD 8,504,000 | 12557WHQ7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due July 15, 2014 | USD 10,005,000 | 12557WHT1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due August 15, 2014 | USD 5,691,000 | 12557WHW4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due August 15, 2014 | USD 3,915,000 | 12557WHZ7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due August 15, 2014 | USD 2,555,000 | 12557WA27 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due August 15, 2014 | USD 2,389,000 | 12557WA76 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due September 15, 2014 | USD 16,332,000 | 12557WJC6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due September 15, 2014 | USD 17,112,000 | 12557WJF9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.13% Notes due September 30, 2014 | USD 638,267,000 | 125581AK4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.90% Notes due October 15, 2014 | USD 5,520,000 | 12557WJJ1 | $ | 700 | 3.25993 | Class 7 |
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Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
5.10% Notes due October 15, 2014 | USD 13,944,000 | 12557WJM4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due November 15, 2014 | USD 7,238,000 | 12557WJQ5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due December 1, 2014(4) | GBP 480,000,000 | XS0207079764 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.13% Notes due December 15, 2014 | USD 7,632,000 | 12557WJT9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due December 15, 2014 | USD 18,101,000 | 12557WJW2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due January 15, 2015 | USD 6,302,000 | 12557WJZ5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.00% Notes due February 1, 2015 | USD 671,141,000 | 125581AR9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.95% Notes due February 15, 2015 | USD 6,678,000 | 12557WKC4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.90% Notes due February 15, 2015 | USD 6,848,000 | 12557WKF7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.90% Notes due February 15, 2015 | USD 24,329,000 | 12557WTD3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due March 15, 2015 | USD 12,247,000 | 12557WKJ9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due March 15, 2015 | USD 2,575,000 | 12557WKM2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.25% Notes due March 17, 2015(4) | EUR 412,500,000 | XS0215269670 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.38% Notes due April 15, 2015 | USD 6,369,000 | 12557WKQ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due May 15, 2015 | USD 15,954,000 | 12557WKT7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due May 15, 2015 | USD 27,090,000 | 12557WKW0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due June 15, 2015 | USD 14,930,000 | 12557WKZ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.05% Notes due June 15, 2015 | USD 10,912,000 | 12557WLA7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.20% Notes due June 15, 2015 | USD 8,322,000 | 12557WLF6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.30% Notes due August 15, 2015 | USD 10,741,000 | 12557WLJ8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.38% Notes due August 15, 2015 | USD 15,892,000 | 12557WLM1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.25% Notes due September 15, 2015 | USD 11,241,000 | 12557WLQ2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.10% Notes due September 15, 2015 | USD 4,898,000 | 12557WLT6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due November 15, 2015 | USD 4,016,000 | 12557WLW9 | $ | 700 | 3.25993 | Class 7 |
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Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
5.80% Notes due November 15, 2015 | USD 7,456,000 | 12557WLZ2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due December 15, 2015 | USD 8,155,000 | 12557WMC2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due December 15, 2015 | USD 12,621,000 | 12557WMF5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.40% Notes due January 30, 2016 | USD 604,263,000 | 125581AW8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.85% Notes due March 15, 2016 | USD 14,372,000 | 12557WMJ7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due March 15, 2016 | USD 11,705,000 | 12557WMM0 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due March 15, 2016 | USD 69,046,000 | 12557WMQ1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.88% Notes due April 15, 2016 | USD 4,888,000 | 12557WMT5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.05% Notes due May 15, 2016 | USD 14,943,000 | 12557WMW8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.15% Notes due May 15, 2016 | USD 18,636,000 | 12557WMZ1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.10% Notes due June 15, 2016 | USD 15,478,000 | 12557WNC1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.10% Notes due June 15, 2016 | USD 17,660,000 | 12557WNF4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.20% Notes due August 15, 2016 | USD 37,135,000 | 12557WNJ6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.13% Notes due August 15, 2016 | USD 36,401,000 | 12557WNN7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.85% Notes due September 15, 2016 | USD 391,533,000 | 125581CS5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.05% Notes due September 15, 2016 | USD 31,772,000 | 12557WNS6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.95% Notes due September 15, 2016 | USD 11,219,000 | 12557WNW7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
4.65% Notes due September 19, 2016 | EUR 474,000,000 | XS0268133799 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due November 15, 2016 | USD 29,155,000 | 12557WPA3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.95% Notes due November 15, 2016 | USD 13,264,000 | 12557WPE5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
Floating Rate Notes due December 14, 2016 | USD 34,452,000 | 12560PDK4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due December 15, 2016 | USD 35,842,000 | 12557WPJ4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.65% Notes due December 15, 2016 | USD 8,701,000 | 12557WPN5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.70% Notes due December 15, 2016 | USD 9,571,000 | 12557WPS4 | $ | 700 | 3.25993 | Class 7 |
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Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
5.70% Notes due December 15, 2016 | USD 9,817,000 | 12557WPW5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.50% Notes due December 20, 2016 | GBP 367,400,000 | XS0278525992 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.65% Notes due February 13, 2017 | USD 548,087,000 | 125577AY2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.85% Notes due February 15, 2017 | USD 7,724,000 | 12557WQA2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.95% Notes due February 15, 2017 | USD 11,074,000 | 12557WQE4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.85% Notes due February 15, 2017 | USD 6,471,000 | 12557WQJ3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due February 15, 2017 | USD 7,792,000 | 12557WQN4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
Floating Rate Notes due March 15, 2017 | USD 50,000,000 | 12560PDR9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due March 15, 2017 | USD 6,741,000 | 12557WQS3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due March 15, 2017 | USD 13,498,000 | 12557WQW4 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.70% Notes due March 15, 2017 | USD 9,533,000 | 12557WRA1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.65% Notes due March 15, 2017 | USD 5,935,000 | 12557WRE3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due March 15, 2017 | USD 10,298,000 | 12557WRJ2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.75% Notes due May 15, 2017 | USD 2,708,000 | 12557WRL7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due May 15, 2017 | USD 3,779,000 | 12557WRN3 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Notes due May 15, 2017 | USD 5,038,000 | 12557WRQ6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due June 15, 2017 | USD 23,842,000 | 12557WRS2 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.00% Notes due June 15, 2017 | USD 8,205,000 | 12557WRV5 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.10% Notes due June 15, 2017 | USD 6,648,000 | 12557WRY9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due June 15, 2017 | USD 10,535,000 | 12557WSB8 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due August 15, 2017 | USD 1,190,000 | 12557WA35 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due November 15, 2017 | USD 8,958,000 | 12557WB42 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due November 15, 2017 | USD 11,778,000 | 12557WB75 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.25% Notes due November 15, 2017 | USD 6,339,000 | 12557WC25 | $ | 700 | 3.25993 | Class 7 |
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Consideration per US$1,000 | ||||||||||||||||
Principal Amount of | ||||||||||||||||
Old Notes Tendered | ||||||||||||||||
Number of | ||||||||||||||||
Principal | Shares of | |||||||||||||||
Amount | New Preferred | Plan of | ||||||||||||||
Outstanding Principal | of New Notes | Stock | Reorganization | |||||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | to be Issued(1) | Class | |||||||||||
6.40% Notes due November 15, 2017 | USD 3,404,000 | 12557WC58 | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.50% Notes due November 15, 2017 | USD 2,197,000 | 12557WC90 | $ | 700 | 3.25993 | Class 7 | ||||||||||
10-Year Forward Rate Bias Notes due December 11, 2017(4) | USD 500,000,000 | N/A | $ | 700 | 3.25993 | Class 7 | ||||||||||
6.50% Notes due December 15, 2017 | USD 556,000 | 12557WSG7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.50% Notes due December 15, 2017 | USD 24,275,000 | 12557WSL6 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.75% Notes due December 15, 2017 | USD 14,936,000 | 12557WSP7 | $ | 700 | 3.25993 | Class 7 | ||||||||||
7.80% Notes due December 15, 2017 | USD 8,731,000 | 12557WST9 | $ | 700 | 3.25993 | Class 7 | ||||||||||
5.80% Senior Notes due October 1, 2036(5) | USD 316,015,000 | 12560PFP1 | $ | 700 | 3.25993 | Class 7 | ||||||||||
12.00% Subordinated Notes due December 18, 2018 | USD 1,117,448,000 | 125581FS2 | $ | 0 | 4.07492 | Class 10 | ||||||||||
12.00% Subordinated Notes due December 18, 2018 | USD 31,559,000 | U17186AF1 | $ | 0 | 4.07492 | Class 10 | ||||||||||
6.10% Junior Subordinated Notes due March 15, 2067 | USD 750,000,000 | 125577AX4 | $ | 0 | 2.03746 | Class 11 |
(1) | The New Preferred Stock will have a liquidation preference per share of $1,300 and be entitled to 87.5 votes per share on all matters presented to our stockholders for a vote. See “Description of the New Preferred Stock.” Assuming the exchange of 100% of the Old Notes for the New Notes and the New Preferred Stock, the New Preferred Stock issued will consist of approximately 70 million shares having an aggregate liquidation preference of approximately $91.0 billion and representing approximately 94.0% of the aggregate voting power of our capital stock generally entitled to vote on matters presented to our stockholders. If we receive the minimum level of participation in the Offers required to satisfy the Liquidity and Leverage Condition, the New Preferred Stock issued will consist of approximately 48.5 million shares having an aggregate liquidation preference of approximately $63 billion and representing approximately 91.5% of the aggregate voting power of our capital stock generally entitled to vote on matters presented to our stockholders. | |
(2) | The 5.38% Notes due June 15, 2017 have a put right on June 15, 2010. | |
(3) | Listed on the London Stock Exchange. Following consummation of the Offers, we intend to delist the Old Notes from the London Stock Exchange’s Gilt Edged and Fixed Interest Market. | |
(4) | Listed on the Luxembourg Stock Exchange. Following consummation of the Offers, we intend to delist the Old Notes from the Luxembourg Stock Exchange. | |
(5) | The 5.80% Senior Notes due October 1, 2036 have a put right on October 1, 2018. |
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(4) | These securities are not listed with DTC (as defined below). |
Consideration per | ||||||||||||
US$1,000 Principal | ||||||||||||
Amount of | ||||||||||||
Old Notes Tendered | ||||||||||||
Principal | ||||||||||||
Amount | Plan of | |||||||||||
Outstanding Principal | of New Notes | Reorganization | ||||||||||
Title of Old Notes to be Tendered | Amount | CUSIP/ISIN | to be Issued | Class | ||||||||
4.65% Notes due July 1, 2010 | USD 1,000,000,000 | 125568AA3/125568AB1 | $ | 1,000 | Class 6 | |||||||
5.60% Notes due November 2, 2011 | USD 487,000,000 | 125568AE5 | $ | 1,000 | Class 6 | |||||||
5.20% Notes due June 1, 2015 | USD 657,408,000 | 125568AC9/125568AD7 | $ | 1,000 | Class 6 |
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• | capital markets liquidity, | |
• | risks of a continuation or worsening of the economic recession, | |
• | industry cycles and trends, | |
• | uncertainties associated with risk management, including credit, prepayment, asset/liability, interest rate and currency risks, | |
• | adequacy of reserves for credit losses, | |
• | risks inherent in changes in market interest rates and quality spreads, | |
• | funding opportunities, deposit taking capabilities and borrowing costs, | |
• | risks that the Senior Credit Facility (as defined below) with Barclays Bank and certain lenders will not provide the liquidity the Company is seeking due to material increases in customer drawdowns on outstanding commitments, | |
• | risks that the Company will be unsuccessful in its efforts to effectuate a comprehensive restructuring of its capital structure, | |
• | risks that the Company will be unsuccessful in its efforts to consummate the proposed recapitalization transaction following consummation of the Offers, |
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• | risks if the Company seeks protection under the Bankruptcy Code, | |
• | risks that the Company will be unable to comply with the terms of the Written Agreement with the Federal Reserve Bank of New York or the Orders of the Federal Deposit Insurance Corporation and Utah Department of Financial Institutions, | |
• | risks that banking regulators will not provide approval for the Company to originate certain types of business or products through CIT Bank, | |
• | risks that the Company will be required to divest CIT Bank if the Company files for bankruptcy or for other reasons, | |
• | conditionsand/or changes in funding markets, including commercial paper, term debt and the asset-backed securitization markets, | |
• | risks associated with the value and recoverability of leased equipment and lease residual values, | |
• | application of fair value accounting in volatile markets, | |
• | application of goodwill accounting in a recessionary economy, | |
• | changes in laws or regulations governing our business and operations, | |
• | risks that a bankruptcy filing will harm our customer relationships and cause us to lose revenues, | |
• | changes in competitive factors, | |
• | inability to retain management or hire employees through the restructuring, including because of regulatory limits on our ability to pay retention bonuses, | |
• | demographic trends, | |
• | future acquisitions or dispositions of businesses or asset portfolios, and | |
• | regulatory changesand/or developments. |
• | Annual Report onForm 10-K for the fiscal year ended December 31, 2008 (the audited consolidated financial statements as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, and the audit report from the independent registered public accounting firm, have been updated with the documents included in Exhibit 99.1 to the Company’s Current Report onForm 8-K filed on October 1, 2009), | |
• | Definitive Proxy Statement filed with the SEC on April 1, 2009; |
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• | Quarterly Report onForm 10-Q for the quarter ended March 31, 2009; | |
• | Quarterly Report onForm 10-Q for the quarter ended June 30, 2009; | |
• | Current Reports onForm 8-K filed on January 5, 2009, January 7, 2009, January 22, 2009, February 24, 2009, April 23, 2009, April 30, 2009, May 7, 2009, May 18, 2009, May 22, 2009, June 18, 2009, July 21, 2009, July 30, 2009, August 7, 2009, August 13, 2009, August 17, 2009 (Item 5.03 only), September 1, 2009, and September 4, 2009; and | |
• | Current Report onForm 8-K/A filed on September 11, 2009. |
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• | targeting a capital structure with significantly less leverage and establishing capital ratios well in excess of our regulatory standards and in line with the most financially sound of our peers; | |
• | achieving sufficient liquidity and restructuring our debt maturity schedule to reduce reliance on the capital markets; and | |
• | positioning the Company for a return to profitability and investment grade ratings. |
• | optimizing our portfolio of businesses and organizational structure, which may include identifying businesses or portfolios to be liquidated or sold over time; | |
• | identifying the core businesses that, subject to regulatory approvals, would operate in CIT Bank, including certain core small and middle market financing businesses; and | |
• | aligning the funding model to reflect the changes in our business model and diversifying CIT Bank’s funding to include commercial deposits, retail deposits, asset-backed financings and a reduced proportion of brokered deposits. |
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• | significantly reduces leverage by lowering the Company’s aggregate debt balance; | |
• | increases the total capital ratio to well in excess of 13%, which exceeds regulatory requirements and mitigates the risk of future loss to creditors; | |
• | provides a sufficient period of time (approximately three years) to implement a revised funding plan before the Company faces significant debt maturities; | |
• | minimizes business disruptions and potential customer defections by limiting uncertainty as to the viability of the Company as a going concern and the period of time during which the Company is subject to such uncertainty; | |
• | positions the Company for a return to investment grade ratings; | |
• | provides the Company with sufficient operating flexibility to execute the balance of the Company’s business restructuring strategy; | |
• | positions the Company to seek approval from regulators for future transfers of business platforms to CIT Bank; | |
• | offers consideration based on position in the existing capital structure; and | |
• | preserves significantly higher value for the Company than a liquidation of CIT or a bankruptcy filing without an approved plan of reorganization. |
• | conducting the Offers and soliciting of acceptances of the Plan of Reorganization so that after the Expiration Date, we may determine based on the participation rate in the Offers and other circumstances at the time, whether it is in the best interests of the Company and its stakeholders to consummate the Offers or to file for bankruptcy and seek confirmation of the Plan of Reorganization; | |
• | negotiating a new or amended secured credit facility to provide additional liquidity; | |
• | continuing negotiations with certain other noteholders and lenders to obtain amendments or waivers that would result in an improvement to our liquidity and capital position, including negotiating the restructuring of our revolving bank credit agreements and two other term loan agreements pursuant to which each accepting lender would receive, in satisfaction of all amounts owed to such lender, obligations under a new credit facility providing economically equivalent terms as the New Notes (the “Junior Credit Facility”) and New Preferred Stock; and | |
• | if the Offers are consummated, taking the steps necessary to effectuate the Recapitalization described below. |
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Treatment Under | ||||
Security | The Offers | The Plan of Reorganization | ||
Senior Unsecured Debt Maturing 2009 | 90 cents of New Notes, plus New Preferred Stock | 70 cents of New Notes, plus New Common Interests | ||
Senior Unsecured Debt Maturing 2010(1) | 85 cents of New Notes, plus New Preferred Stock | 70 cents of New Notes, plus New Common Interests | ||
Senior Unsecured Debt Maturing 2011 — 2012 | 80 cents of New Notes, plus New Preferred Stock | 70 cents of New Notes, plus New Common Interests | ||
Senior Unsecured Debt Maturing 2013 — 2018(2) | 70 cents of New Notes, plus New Preferred Stock | 70 cents of New Notes, plus New Common Interests | ||
Senior Unsecured Debt Maturing 2021 or Later | Not Solicited in the Offers | Not affected | ||
Structurally Senior Unsecured Debt(3) | 100 cents of New Notes | 100 cents of New Notes | ||
Subordinated Debt | New Preferred Stock | New Common Interests and Contingent Value Rights |
(1) | Includes 5.38% Notes due June 15, 2019, with a put right on June 15, 2010. | |
(2) | Includes 5.8% Senior Notes due October 1, 2036, with a put right on October 1, 2018. |
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Treatment Under | ||||
Security | The Offers | The Plan of Reorganization | ||
Junior Subordinated Debt | New Preferred Stock | New Common Interests and Contingent Value Rights | ||
Preferred Stock, Series A, B, C and D | Not Solicited in the Offers(4) | No Recovery | ||
Common Stock | Not Solicited in the Offers(4) | No Recovery |
(3) | The structurally senior unsecured debt includes the Delaware Funding Old Notes. Certain other debt securities of our subsidiaries which are structurally senior unsecured debt are not included in the Offers and not affected by the Plan of Reorganization, including notes issued by CIT Group (Australia) Limited. | |
(4) | The existing series of preferred stock and the existing common stock have not been included in the Offers or the solicitation of acceptances for the Plan of Reorganization. If the Offers are consummated, the issuance of the New Preferred and the proposed Recapitalization will result in substantial dilution to our existing equity holders, leaving such holders with little economic or voting interest in the Company. |
• | an immediate solution to our near term liquidity issues; | |
• | different, and in some instances, more desirable, consideration for holders of the Old Notes; and | |
• | ability to effectuate the restructuring in a short period of time. |
• | direct costs of bankruptcy, including fees paid to a trustee and to attorneys and other professionals; | |
• | costs of terminations of defaulted borrowing facilities; and | |
• | costs of unwinding derivative transactions used to hedge interest rate and currency risks. |
• | new business originations through referral sources and other intermediaries that are concerned about our ability to perform; | |
• | new business originations directly with customers that are concerned about our ability to perform and our long-term viability; | |
• | our existing portfolio of customers seeking new funding sources to replace their existing relationship with us, including refinancing revolving credit facilities and developing new factoring relationships; and | |
• | our brand equity of the negative connotations surrounding a bankruptcy filing. |
• | the possibility that not all holders of Old Notes may tender their Old Notes into the Offers, resulting in less debt being extinguished; | |
• | the obligation to make principal payments on Old Notes that are not exchanged on a less desirable maturity schedule; and | |
• | the need to effectuate the Recapitalization if we consummate the Offers in order to streamline our capital structure. |
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• | providing for the same treatment of all holders of claims in the same class whether or not they vote to accept the Plan of Reorganization, thereby resolving our near term liquidity issues without the “holdout” problem presented by the Offers in connection with holders of Old Notes that do not participate in the Offers; and | |
• | eliminating the need to effectuate the Recapitalization following consummation of the Offers in order to streamline our capital structure and provide holders of Old Notes with shares of our common stock. |
• | direct and incremental financing costs to the Company related to the termination of defaulted borrowing facilities, unwinding derivative transactions and the payment of additional fees and expenses; | |
• | disruptions to our business, employees and customers and a reduction in our ability to consummate a restructuring on an expedited basis; | |
• | incremental borrowings to satisfy cash outflows triggered by a bankruptcy filing by CIT Group Inc.; and | |
• | reputational damage resulting from the filing of a bankruptcy case. |
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Offers | We are offering in exchange for (i) any and all of the outstanding notes (including the U.S. dollar equivalent ofnon-U.S. dollar-denominated notes) of CIT Group Inc. listed in the table beginning on the inside cover page, each of five series of our newly issued Series A Notes and up to approximately 70.0 million shares of our New Preferred Stock and (ii) any and all of the outstanding notes of Delaware Funding, listed in the table beginning on the inside cover page, each of five series of our newly issued Series B Notes, all on the terms described in this Offering Memorandum and Disclosure Statement. Assuming the exchange of 100% of the Old Notes for the New Notes and the New Preferred Stock, the New Preferred Stock issued will consist of approximately 70 million shares having an aggregate liquidation preference of approximately $91.0 billion and representing approximately 94.0% of the aggregate voting power of our capital stock generally entitled to vote on matters presented to our stockholders. | |
All New Notes issued pursuant to the Offers will be denominated in U.S. dollars. For purposes of determining the principal amount of New Notes to be received in exchange for thenon-U.S. dollar-denominated Old Notes, an equivalent U.S. dollar principal amount of each tender of such series of Old Notes will be determined by multiplying the principal amount of such tender by the weekly average of the applicable currency exchange rate in the most recent Federal Reserve Statistical Release H.10 which has become available prior to the Expiration Date. Such equivalent U.S. dollar principal amount will be used in all cases when determining the consideration to be received pursuant to the Offers per $1,000 principal amount of Old Notes tendered. | ||
Your election to tender your Old Notes into the Offers will constitute a vote in favor of the Plan of Reorganization. If you choose not to tender your Old Notes into the Offers, or if you withdraw Old Notes previously tendered, you may vote separately in favor of or against the Plan of Reorganization on the Ballot (as defined below). | ||
None of CIT, its subsidiaries, their respective boards of directors, the exchange agent, the information agent, the Swiss tender agent or any of their respective affiliates makes any recommendation as to whether holders of Old Notes should exchange Old Notes for New Notes and/or New Preferred Stock in the Offers. | ||
Consideration | If you tender your Old Notes and we consummate the Offers, you will receive the consideration set forth in the table beginning on the inside cover page of this Offering Memorandum and Disclosure Statement. Upon consummation of the Offers, holders of $1,000 of Old Notes maturing: in 2009 will receive $900 in New Notes and 0.40749 shares of New Preferred Stock; in 2010 will receive $850 in New Notes and 1.22248 shares of New Preferred Stock; in 2011 and 2012 will receive $800 in New Notes and 2.03746 shares of New Preferred Stock; in 2013 through 2017 and in 2036 will receive $700 in New Notes and 3.25993 shares of New Preferred |
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Stock; in 2018 will receive 4.07492 in shares of New Preferred Stock; and in 2067 will receive 2.03746 shares of New Preferred Stock. | ||
Accrued and Unpaid Interest on Old NotesAccepted in the Offers | Holders whose Old Notes are accepted in the Offers will receive a cash payment (paid in the currency of such Old Notes) equal to the accrued and unpaid interest in respect of such Old Notes from the most recent interest payment date to, but not including, the Settlement Date. Holders who do not exchange will be paid interest according to the terms of their securities. | |
Expiration Date | The Offers will expire at 11:59 p.m., (prevailing Eastern Time), on October 29, 2009 unless extended by us with respect to any or all series of Old Notes (such date and time, as the same may be extended, the “Expiration Date”). We, in our absolute discretion, may extend the Expiration Date for any offer for any purpose, including in order to permit the satisfaction of any or all conditions to any offer or waiver. | |
Settlement Date | The Settlement Date of the Offers will be as soon as practicable following the Expiration Date. | |
Withdrawal of Tenders | You may withdraw the tender of your Old Notes at any time prior to the Expiration Date by submitting a notice of withdrawal to the exchange agent using DTC’s ATOP (as defined below) procedures and/or upon compliance with the other procedures described herein. | |
Conditions to the Offers | Consummation of the Offers is conditioned upon the satisfaction of the Liquidity and Leverage Condition, which requires that a sufficient number of Old Notes are tendered into the exchange and certain other debt instruments have been successfully renegotiated so that, after giving effect to the Offers and such renegotiations, the face amount of the Company’s total debt would be reduced by at least $5.7 billion and its remaining unsecured debt maturities (excluding foreign vendor facilities) would not exceed $500 million in 2009, $2.5 billion during the period from 2009 to 2010, $4.5 billion during the period from 2009 to 2011 and $6.0 billion during the period from 2009 to 2012, in each case on a cumulative basis. In addition to the Liquidity and Leverage Condition, consummation of the Offers is subject to certain other conditions described under “Description of the Offers — Conditions to the Offers.” | |
In addition, consummation of the Delaware Funding Offers is subject to the consummation of the CIT Offers. | ||
Procedures for Tendering | If you wish to participate in the Offers and your Old Notes are held by a custodial entity, such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Old Notes on your behalf pursuant to the procedures of that custodial entity. If your Old Notes are registered in your name, you must complete, sign and date the accompanying Letter of Transmittal, or a facsimile of the Letter of Transmittal, according to the instructions contained in this Offering Memorandum and |
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Disclosure Statement and the Letter of Transmittal. See “Description of the Offers — Procedures for Tendering Old Notes.” | ||
Consequences of Failure to Tender | Claims with respect to any Old Notes not tendered in the Offers will be effectively subordinated to claims with respect to any New Notes (to the extent of the value of the collateral securing the New Notes). For a description of the consequences of failing to exchange your Old Notes in this case, see “Risk Factors — Risks to Holders of Non-Tendered Old Notes.” | |
If the Liquidity and Leverage Condition is not satisfied by the Expiration Date, the Company may pursue the prepackaged Plan of Reorganization. Even if such condition is satisfied, the Company may seek to pursue the prepackaged Plan of Reorganization. Although the Company would seek authority from the Bankruptcy Court on the petition date to continue funding loan commitments, lines of credit, factoring, receivable and collection management products and secured financing to their clients by CIT and on behalf of its non-debtor operating affiliates, there can be no assurance that the bankruptcy case would not disrupt operations or cause the Company to lose revenue. No decision has been made by the board of directors to file petitions for relief under Chapter 11 of the Bankruptcy Code. | ||
Taxation | For a summary of the material U.S. federal income tax consequences of the Offers, see “Certain U.S. Federal Income Tax Consequences.” | |
Exchange Agent and Voting Agent | Financial Balloting Group LLC (“FBG”) is the exchange agent for the Offers and the voting agent (the “Voting Agent”) for the Plan of Reorganization. The addresses and telephone numbers of FBG are listed on the back cover page of this Offering Memorandum and Disclosure Statement. | |
Information Agent | D.F. King & Co., Inc. is the information agent for retail investors for the Offers and the Plan of Reorganization. The address and telephone numbers of the information agent are listed on the back cover page of this Offering Memorandum and Disclosure Statement. | |
Swiss Note Tender Agent | UBS AG is the Swiss note tender agent (the “Swiss Note Tender Agent”). | |
London Stock Exchange’s Gilt Edged and FixedInterest Market | Following consummation of the Offers, we intend to delist the Old Notes listed on the London Stock Exchange’s Gilt Edged and Fixed Interest Market. |
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Overview | The Plan of Reorganization provides for, among other things, the Exchanges, pursuant to which holders of Senior Unsecured Note Claims, including holders of most of the Old Notes, Senior Unsecured Term Loan Claims and Senior Unsecured Credit Agreement Claims would receive theirprorata share of (i) Series A Notes in the amount of 70% of the principal amount of such holder’s Allowed Claim and (ii) New Common Interests. Holders of Canadian Senior Unsecured Note Claims would receive theirprorata share of Series B Notes in the amount of 100% of the principal amount of such holder’s Allowed Canadian Senior Unsecured Note Claim. Holders of Senior Subordinated Note Claims and Junior Subordinated Note Claims would receive specified percentages of New Common Interests,providedthat such Classes vote to accept the Plan of Reorganization and (ii) Contingent Value Rights in full satisfaction and settlement of such Claims and debt facilities. The Old Preferred Interests, the Old Common Interests and the Other Equity Interests (if any) would be cancelled. If sufficient holders of Canadian Senior Unsecured Note Claims vote to accept the Plan of Reorganization, Old Delaware Funding Interests will be Reinstated. | |
Through the Plan of Reorganization, all Claims against and Interests in CIT and Delaware Funding that would exist on the date when we would file our voluntary petitions for reorganization relief under Chapter 11 of the Bankruptcy Code would be divided into classes, exclusive of certain claims, including DIP Facility Claims (if any), Administrative Claims, and Priority Tax Claims, which would not be required to be classified. | ||
Please note the estimated recoveries for Class 6, 7, 8 and 9 Claims do not necessarily reflect the market value of the Series A Notes and Series B Notes. |
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Unimpaired Classes of Claims Not Entitled to Vote on the Plan ofReorganization | Class 1 Other Priority Claims, Class 2 Other Secured Claims, Class 3 Other Unsecured Debt Claims and Guarantee Claims, Class 4 Intercompany Claims, Class 5 General Unsecured Claims and Class 15 Old Delaware Funding Interests would be Unimpaired by the Plan of Reorganization. Holders of these Claims would be deemed to accept the Plan of Reorganization, would not be entitled to vote on the Plan of Reorganization and all of their legal, equitable and contractual rights would be fully reinstated and retained under the Plan of Reorganization;provided,however,that Class 15 Old Delaware Funding Interest will be reinstated only if Class 6 votes in favor of the Plan of Reorganization. | |
Class 6 (Canadian Senior Unsecured Note Claims)Estimated Amount: $2,188 million | Impaired— Class 6 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 6 Canadian Senior Unsecured Note Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Canadian Senior Unsecured Note Claim shall receive itsprorata share of Series B Notes equal to a distribution in the amount of one hundred percent (100%) of the principal amount such holder’s Allowed Canadian Senior Unsecured Note Claim. | ||
Estimated Recovery: 100% | ||
Class 7 (Senior Unsecured Note Claims)Estimated Amount: $25,504 million | Impaired— Class 7 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 7 Senior Unsecured Note Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Senior Unsecured Note Claim shall receive itsprorata share of (i) Series A Notes, equal to a distribution in the amount of 70% of such holder’s Allowed Senior Unsecured Note Claim and (ii) (A) if Class 10 and Class 11 vote to accept the Plan, 83.4% of New Common Interests, (B) if Class 10 votes to accept the Plan and Class 11 does not vote to accept the Plan of Reorganization, 84.2% of New Common Interests, (C) if Class 10 does not vote to accept the Plan of Reorganization and if Class 11 votes to accept the Plan of Reorganization, 88.2% of New Common Interests, or (D) if neither Class 10 nor Class 11 vote to accept the Plan of Reorganization, 88.2% of New Common Interests. | ||
Estimated Recovery: 96%, assuming (i) acceptance of the Plan of Reorganization by Class 10 Senior Subordinated Note Claims and Class 11 Junior Subordinated Note Claims and (ii) New Common Interests valued at mid-point of Common Equity Value (as defined herein) range. |
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Class 8 (Senior Unsecured Term Loan Claims)Estimated Amount: $321 million | Impaired— Class 8 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 8 Senior Unsecured Term Loan Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Senior Unsecured Term Loan Claim shall receive itsprorata share of (i) Series A Notes, equal to a distribution in the amount of 70% of such holder’s Allowed Senior Unsecured Term Loan Claim and (ii) (A) if Class 10 and Class 11 vote to accept the Plan of Reorganization, 1.0% of New Common Interests, (B) if Class 10 votes to accept the Plan and Class 11 does not vote to accept the Plan of Reorganization, 1.1% of New Common Interests, (C) if Class 10 does not vote to accept the Plan and if Class 11 votes to accept the Plan of Reorganization, 1.1% of New Common Interests, or (D) if neither Class 10 nor Class 11 vote to accept the Plan, 1.1% of New Common Interests;providedthat if (i) holders of at leasttwo-thirds in amount of the Allowed Senior Unsecured Term Loan Claims actually voting in Class 8 have voted to accept the Plan of Reorganization and (ii) holders of at leastone-half in number of the Allowed Senior Unsecured Term Loan Claims actually voting in Class 8 have voted to accept the Plan of Reorganization, then such holders of Allowed Senior Unsecured Term Loan Claims shall have the option to receive a distribution of theirpro rata share of loans under credit facilities of Reorganized CIT on substantially the same terms as the Series A Notes in lieu of a distribution of the Series A Notes. | ||
Estimated Recovery: 96%, assuming (i) acceptance of the Plan of Reorganization by Class 10 Senior Subordinated Note Claims and Class 11 Junior Subordinated Note Claims and (ii) New Common Interests valued at mid-point of Common Equity Value (as defined herein) range. | ||
Class 9 (Senior Unsecured Credit Agreement Claims)Estimated Amount:$3,101 million | Impaired— Class 9 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 9 Senior Unsecured Credit Agreement Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Senior Unsecured Credit Agreement Claim shall receive itsprorata share of (i) Series A Notes, equal to a distribution in the amount of 70% of such holder’s Allowed Senior Unsecured Credit Agreement Claim and (ii) (A) if Class 10 and Class 11 vote to accept the Plan of Reorganization, 10.1% of New Common Interests, (B) if Class 10 votes to accept the Plan of Reorganization and Class 11 does not vote to accept the Plan, 10.2% of New Common Interests, (C) if Class 10 does not vote to accept the Plan of Reorganization and if Class 11 votes to accept the Plan, 10.7% of New Common Interests, or (D) if neither Class 10 nor Class 11 vote to accept the Plan of Reorganization, |
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10.7% of New Common Interests;providedthat if holders of at least(i) two-thirds in amount of the Allowed Senior Unsecured Credit Agreement Claims actually voting in Class 9 have voted to accept the Plan of Reorganization and(ii) one-half in number of the Allowed Senior Unsecured Credit Agreement Claims actually voting in Class 9 have voted to accept the Plan of Reorganization, then such holders of Allowed Senior Unsecured Credit Agreement Claims shall have the option to receive a distribution of theirprorata share of loans under credit facilities of Reorganized CIT on substantially the same terms as the Series A Notes in lieu of a distribution of the Series A Notes. | ||
Estimated Recovery: 96%, assuming (i) acceptance of the Plan of Reorganization by Class 10 Senior Subordinated Note Claims and Class 11 Junior Subordinated Note Claims and (ii) New Common Interests valued at mid-point of Common Equity Value (as defined herein) range | ||
Class 10 (Senior Subordinated Note Claims)Estimated Amount: $1,200 million | Impaired— Class 10 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 10 Senior Subordinated Note Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Senior Subordinated Note Claim shall receive itsprorata share of (i)(A) 4.5% of New Common Interests if Class 10 and Class 11 vote to accept the Plan of Reorganization, or (B) 4.6% of New Common Interests if Class 10 votes to accept the Plan of Reorganization and Class 11 does not vote to accept the Plan of Reorganization;providedthat (1) the holders of at least two-thirds in amount of the Allowed Senior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization and (2) the holders of more than one-half in number of the Allowed Senior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization, in each case not counting the vote of any holder designated under section 1126(e) of the Bankruptcy Code;providedfurtherhowever that in the event that less than (1) two-thirds in amount of the Allowed Senior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization and (2) one-half in number of the Allowed Senior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization, but the Plan of Reorganization is nonetheless confirmed, no holder of an Allowed Senior Subordinated Note Claim shall receive any shares of New Common Interests, and (ii) Contingent Value Rights. | ||
Estimated Recovery: 30%, assuming (i) acceptance of the Plan of Reorganization by Class 10 Senior Subordinated Note Claims and Class 11 Junior Subordinated Note Claims and (ii) New Common Interests valued at mid-point of Common Equity Value (as defined herein) range. |
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Class 11 (Junior Subordinated Note Claims)Estimated Amount: $779 million | Impaired— Class 11 would be impaired by the Plan of Reorganization. Each holder of an allowed Class 11 Junior Subordinated Note Claim would be entitled to vote on the Plan of Reorganization. | |
On, or as soon as reasonably practicable after, the Effective Date, each holder of an Allowed Junior Subordinated Note Claim shall receive itsprorata share of (a) 0.9% of New Common Interests if both Class 10 and Class 11 vote to accept the Plan of Reorganization;providedthat (i) the holders of at least two-thirds in amount of the Allowed Junior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization and (ii) the holders of more than one-half in number of the Allowed Junior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization, in each case not counting the vote of any holder designated under section 1126(e) of the Bankruptcy Code;providedfurtherhowever that in the event that less than (i) two-thirds in amount of the Allowed Senior Subordinated Note Claims or Allowed Junior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization and (ii) one-half in number of the Allowed Senior Subordinated Note Claims or Allowed Junior Subordinated Note Claims actually voting in such classes have voted to accept the Plan of Reorganization, but the Plan of Reorganization is nonetheless confirmed, no holder of an Allowed Junior Subordinated Note Claim shall receive any shares of New Common Interests, and (b) Contingent Value Rights. | ||
Estimated Recovery: 9% assuming (i) acceptance of the Plan of Reorganization by Class 10 Senior Subordinated Notes Claims and Class 11 Junior Subordinated Note Claims and (ii) New Common Interests valued at mid-point of Common Equity Value (as defined herein) range. | ||
Impaired Classes of Claims Not Entitled to Vote on the Plan ofReorganization | Each of Class 12 (Subordinated 510(b) Claims), Class 13 (Old Preferred Interests), Class 14 (Old Common Interests) and Class 16 (Other Equity Interests (if any)) would be impaired by the Plan of Reorganization. No holder of a Class 12, 13, 14 or 16 Claim or Interest will retain any property or interest in the Debtors under the Plan of Reorganization. Each holder of a Class 12, 13, 14 or 16 Claim or Interest would be deemed to reject the Plan of Reorganization and would not be entitled to vote on the Plan of Reorganization. | |
Unimpaired Class of Interests Not Entitled to Vote on the Plan ofReorganization | Class 15 Old Delaware Funding Interests would be unimpaired by the Plan of Reorganization. In the event that (i) the holders of at least two-thirds in amount of the Allowed Canadian Senior Note Claims actually voting in Class 6 have voted to accept the Plan of |
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Reorganization and (ii) the holders of more than one-half in number of the Allowed Canadian Senior Note Claims actually voting in Class 6 have voted to accept the Plan of Reorganization, in each case not counting the vote of any holder designated under section 1126(e) of the Bankruptcy Code, the Old Delaware Funding Interests shall be Reinstated. Each holder of a Class 15 Interest would be deemed to accept the Plan of Reorganization and would not be entitled to vote on the Plan of Reorganization. | ||
For a more detailed discussion of treatment under the Plan of Reorganization, see the section of this Offering Memorandum and Disclosure Statement entitled “Plan of Reorganization— Classification and Treatment of Claims and Interests.” | ||
Voting on the Plan of Reorganization | The “Voting Record Date” for purposes of determining noteholders, claimholders and interest holders that are eligible to vote on the Plan of Reorganization is the Expiration Date/Voting Deadline with respect to the Old Notes. To be counted, an appropriate instruction must be provided to the Nominee prior to the Voting Deadline (in the case of the Old Notes). | |
Any beneficial holder whose Old Notes are registered or held of record in the name of his broker, dealer, commercial bank, trust company or other Nominee and who wishes to vote on the Plan of Reorganization should provide the appropriate instruction to such Nominee, as instructed by such nominee. Nominees in turn must complete Master Ballots and must return all such Master Ballots to the Voting Agent. | ||
Any beneficial holders whose Old Notes are certificated must complete a Ballot and Letter of Transmittal and return such Ballot and Letter of Transmittal to the Exchange Agent. | ||
The “Voting Deadline” is 11:59 p.m., New York City time, on October 29, 2009, unless extended. All Master Ballots tendered by the Voting Deadline may be utilized by us in connection with determining acceptances and rejections of the Plan of Reorganization at any time. Thus, all votes represented by such Master Ballots shall be deemed continuously effective until such time. Nominees shall have until 8:00 p.m. (prevailing Eastern Time) on October 30, 2009 to transmit their Master Ballots to the Voting Agent provided they provide the contents of their Master Ballots in an electronic format acceptable to the Voting Agent. | ||
Under the Bankruptcy Code, for purposes of determining whether the requisite acceptances of the Plan of Reorganization have been received, only holders who vote will be counted. Creditors who do not follow the instructions provided herein for indicating a vote on the Plan of Reorganization will not be counted for purposes of determining whether the Plan of Reorganization has been accepted by the requisite number and amount of votes. |
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Issuers | CIT Group Inc., as issuer of the Series A Notes CIT Group Funding Company of Delaware LLC, as issuer of the Series B Notes | |
Series A Guarantors | All current and future domestic wholly owned subsidiaries of CIT Group Inc., with the exception of Delaware Funding, CIT Bank and other regulated subsidiaries, special purpose entities and immaterial subsidiaries. See “Collateral — Guarantors and Foreign Grantors.” | |
Series B Guarantors | CIT Group Inc., on an unsecured basis, and by all of its current and future domestic wholly owned subsidiaries of CIT Group Inc., with the exception of Delaware Funding, CIT Bank and other regulated subsidiaries, special purpose entities and immaterial subsidiaries, on a secured basis. See “Collateral — Guarantors and Foreign Grantors.” | |
Indenture Trustee | The Bank of New York Mellon, in its capacity as Indenture Trustee under the Series A Notes Indenture and the Series B Notes Indenture (together, the “New Notes Indentures”). | |
Series A Collateral Agent | The Bank of New York Mellon, in its capacity as collateral agent (the “Series A Collateral Agent”) for the Series A Indenture Trustee and each of the administrative agents under each of the Junior Credit Facilities (as defined herein) (the “Junior Administrative Agents”). The Series A Collateral Agent will be appointed pursuant to the Junior Collateral Agency Agreement. See “Description of Material Indebtedness — Junior Credit Facilities.” | |
Series B Collateral Agent | The Bank of New York Mellon in its capacity, as collateral agent (the “Series B Collateral Agent”). | |
Issuance and Aggregate PrincipalAmount | $2,025 million 7.0% Series A Secured Notes due 2013 | |
$3,037 million 7.0% Series A Secured Notes due 2014 | ||
$3,037 million 7.0% Series A Secured Notes due 2015 | ||
$5,062 million 7.0% Series A Secured Notes due 2016 | ||
$7,087 million 7.0% Series A Secured Notes due 2017 | ||
$219 million 7.0% Series B Secured Notes due 2013 | ||
$328 million 7.0% Series B Secured Notes due 2014 | ||
$328 million 7.0% Series B Secured Notes due 2015 | ||
$547 million 7.0% Series B Secured Notes due 2016 | ||
$766 million 7.0% Series B Secured Notes due 2017 | ||
The three series of Delaware Funding Old Notes tendered pursuant to the Offers will be exchanged for Series B Notes in the exchange, and the CIT Old Notes tendered pursuant to the Offers will be exchanged for Series A Notes and New Preferred Stock in the exchange. |
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The obligations of CIT Group Inc. under the Series A Notes will be secured by liens granted by the Series A guarantors and certain of our foreign grantors and the obligations of Delaware Funding under the Series B Notes will be secured by liens granted by the Series B guarantors (other than CIT Group Inc.) and certain of our foreign grantors. See “Description of New Notes.” | ||
Maturity | The New Notes will mature as set forth below, unless redeemed earlier by us as described under the heading “Description of New Notes — Optional Redemption.” | |
7.0% Series A Secured Notes due 2013 mature on November 1, 2013 | ||
7.0% Series A Secured Notes due 2014 mature on November 1, 2014 | ||
7.0% Series A Secured Notes due 2015 mature on November 1, 2015 | ||
7.0% Series A Secured Notes due 2016 mature on November 1, 2016 | ||
7.0% Series A Secured Notes due 2017 mature on November 1, 2017 | ||
7.0% Series B Secured Notes due 2013 mature on November 1, 2013 | ||
7.0% Series B Secured Notes due 2014 mature on November 1, 2014 | ||
7.0% Series B Secured Notes due 2015 mature on November 1, 2015 | ||
7.0% Series B Secured Notes due 2016 mature on November 1, 2016 | ||
7.0% Series B Secured Notes due 2017 mature on November 1, 2017 | ||
Interest | ||
Interest on the notes will be payable quarterly in cash on each: | ||
• January 10, April 10, July 10, and October 10, commencing January 10, 2010 with respect to the 2013 Notes and 2014 Notes; | ||
• February 10, May 10, August 10, and November 10, commencing February 10, 2010 with respect to the 2015 Notes and 2016 Notes; and | ||
• March 10, June 10, September 10, and December 10, commencing March 10, 2010 with respect to with respect to the 2017 Notes. | ||
Series A Collateral and Series B Collateral | The New Notes and the Junior Credit Facilities will be secured on a junior priority basis by the same personal property assets that also secure the Senior Credit Facility. See “Collateral — Assets Securing Senior Obligations, Series A Obligations and Series B Obligations.” |
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Optional Redemption | We may redeem any of the New Notes beginning on January 1, 2010 at a redemption price of 103.5% of their principal amount, plus accrued interest, beginning on January 1, 2011 at a redemption price of 102.0% of their principal amount, plus accrued interest, and beginning on January 1, 2012 at par. See “Description of New Notes — Optional Redemption.” | |
Guarantees | The Series A guarantors will guarantee the payment of principal, interest and premium, if any, on the Series A Notes and the Series B guarantors will guarantee the payment of principal, interest and premium, if any, on the Series B Notes, as described under the heading “Description of New Notes — Note Guarantees.” | |
Ranking | The New Notes and related Note Guarantees will be our and the Guarantors’ secured obligations. The Series A Notes and the Guarantees will be secured by a second Lien on the Collateral. | |
The New Notes will be: | ||
• equal in right of payment with all of our and the Guarantors’ existing and future obligations (other than our and the Guarantors’ respective obligations under the Credit Agreement and other permitted liens) that are not expressly subordinated to the Series A Notes and the guarantees; | ||
• effectively subordinated to any of our and the Guarantors’ existing and future indebtedness that is secured by a Lien on any of our or the Guarantors’ assets under the Credit Agreement to the extent of the value of the assets securing such indebtedness; | ||
• in the case of the Series A Notes, effectively subordinated to the Series B Notes to the extent of the value of notes receivable from CIT Financial Ltd. to Delaware Funding issued by Delaware Funding; | ||
• subordinated in right of payment to any existing and future indebtedness under the Senior Credit Facility; | ||
• senior in right of payment to all of our and the Guarantors’ existing and future indebtedness that is expressly subordinated to the Series A Notes and Guarantees; and | ||
• effectively subordinated to all liabilities of our Subsidiaries that are not Guarantors. | ||
Covenants | The New Notes Indentures contain covenants that limit, among other things, our ability and the ability of our subsidiaries (other than unrestricted subsidiaries) to: | |
• incur additional indebtedness; | ||
• pay dividends on our capital stock or repurchase our capital stock or subordinated debt; | ||
• make investments; | ||
• create liens or use assets as security in other transactions; | ||
• merge, consolidate or transfer or dispose of substantially all of our assets; |
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• engage in transactions with affiliates; and | ||
• sell certain assets or merge with or into other companies. | ||
These covenants are subject to a number of important exceptions. See “Description of the New Notes — Certain Covenants.” | ||
Intercreditor Arrangements | The Senior Collateral Agent, the Series A Collateral Agent and the Series B Collateral Agent will enter into a senior intercreditor agreement (the “Senior Intercreditor Agreement”) that will govern the relative rights of the holders of Senior Obligations and the holders of Series A Obligations and Series B Obligations (collectively, the “Junior Obligations”) in respect of the collateral securing all such obligations and will include provisions relating to lien subordination, turnover obligations with respect to proceeds of collateral, restrictions on exercise of remedies, releases of collateral, restrictions on amendments to junior lien documentation, bankruptcy related provisions, and other intercreditor matters. | |
The Series A Collateral Agent and the Series B Collateral Agent will enter into a junior intercreditor agreement (the “Junior Intercreditor Agreement”) that will govern the relative rights among the holders of the Junior Obligations in respect of the collateral securing the Junior Obligations and will include provisions relating to equal and ratable liens, the ratable sharing of the proceeds of collateral, exercise of remedies, releases of collateral and other intercreditor matters. | ||
In addition, the Series A Trustee, each of the Junior Administrative Agents and the Series A Collateral Agent will enter into a collateral agency agreement (the “Series A Collateral Agency Agreement”) that will govern the relative rights of the holders of Series A Obligations, including provisions whereby the benefits of the collateral securing the Series A Obligations will be shared among the Series A Trustee and each of the Junior Administrative Agents, and provisions with respect to voting rights and other intercreditor matters. | ||
Form and Denomination | The New Notes will be represented by one or more global notes, deposited with a trustee as a custodian for DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants. Interests in the global notes will be issued in minimum denominations of $1 and integral multiples of $1. | |
Use of Proceeds | We will not receive any proceeds from the Offers or the issuance of New Notes. | |
Governing Law | The indentures for the Old Notes are, and the New Notes Indentures and the New Notes will be, governed by New York law. |
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Issuer | CIT Group Inc. | |
Securities Offered | 70,009,815 shares of Series F preferred stock, $0.01 par value per share, with a liquidation preference of $1,300 per share (the “New Preferred Stock”). | |
CIT Preferred Stock Outstanding After theOffers | 99,339,815 shares, assuming 100% participation in the Offers. | |
Dividends | The New Preferred Stock will have no stated dividend. In addition, we do not intend to declare or pay dividends on the New Preferred Stock. | |
Redemption | The New Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price equal to the liquidation preference per share. Holders of the New Preferred Stock will have no right to require the redemption or repurchase of the New Preferred Stock and the New Preferred Stock will not be subject to any sinking fund. | |
Ranking | The New Preferred Stock: | |
• Will rank senior to our junior stock with respect to distributions of assets upon liquidation, dissolution or winding up of CIT Group Inc. “Junior stock” means any class or series of our stock that ranks junior to the New Preferred Stock as to the distribution of our assets upon any liquidation, dissolution or winding up of CIT Group Inc. Junior stock includes our common stock. | ||
• Will rank at least equally with any other series of parity stock that is currently outstanding or that we may from time to time issue with respect to distributions of assets upon liquidation, dissolution or winding up of CIT Group Inc. “Parity stock” means any other class or series of our preferred stock that ranks equally with the New Preferred Stock in the distribution of our assets on any liquidation, dissolution or winding up of CIT Group Inc. and includes, without limitation, our Series A Preferred Stock, our Series B Preferred Stock, our Series C Preferred Stock and our Series D Preferred Stock. | ||
Liquidation Rights | Upon any voluntary or involuntary liquidation, dissolution or winding up of CIT Group Inc., holders of the New Preferred Stock and any parity stock are entitled to receive out of the assets of CIT Group Inc., available for distribution to stockholders, before any distribution is made to holders of common stock or any other junior stock, a liquidating distribution in the amount of $1,300 per share of New Preferred Stock. Holders of the New Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidation preference. | |
In any such distribution, if our assets are not sufficient to pay the liquidation preferences in full to all holders of the New Preferred Stock and all holders of any parity stock, the amounts paid to the holders of New Preferred Stock and to the holders of any parity stock will be paid pro rata in accordance with the respective |
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aggregate liquidation preferences of those holders. See “Description of the New Preferred Stock — Preferred Stock — Liquidation Rights.” | ||
Voting Rights | Holders of the New Preferred Stock will have class voting rights together with holders of parity stock having like voting rights with respect to certain fundamental changes in the terms of the New Preferred Stock. In addition to the foregoing, holders of the New Preferred Stock will be entitled to vote upon all matters upon which holders of common stock have the right to vote, and, in connection with such matters, will be entitled to 87.5 votes per share, such votes to be counted together with all other shares of capital stock having general voting powers and not separately as a class. See “Description of the New Preferred Stock — Voting Rights.” | |
Maturity | The New Preferred Stock does not have any maturity date, and we are not required to redeem the New Preferred Stock. | |
Preemptive Rights | Holders of the New Preferred Stock will have no preemptive rights. | |
Listing | We do not intend to list the New Preferred Stock on any exchange. | |
Use of Proceeds | We will not receive any proceeds from the Offers or the issuance of shares of New Preferred Stock. | |
Transfer Agent and Registrar | BNY Mellon Shareowner Services |
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• | it is likely that such a filing would substantially erode our customers’ confidence in our ability to provide commercial financing and leasing capital and that as a result there would be a significant and precipitous decline in our global revenues, profitability and cash flow; |
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• | employees could be distracted from performance of their duties, or more easily attracted to other career opportunities; | |
• | it may be more difficult to attract or replace key employees; | |
• | lenders and other partners could seek to terminate their relationship with us, require financial assurances or enhanced returns, or refuse to provide credit on the same terms as prior to the reorganization case under Chapter 11 of the Bankruptcy Code; | |
• | lenders to subsidiaries that are not subject to the bankruptcy proceedings could, in certain cases, terminate financing agreements, accelerate amounts due thereunder or otherwise claim an event of default has occurred thereunder; | |
• | if the prepackaged plan is not approved, we could be forced to operate in bankruptcy for an extended period of time while we tried to develop a reorganization plan that could be confirmed; | |
• | certain of ournon-U.S. subsidiaries may be required to seek bankruptcy or similar relief under proceedings outside the United States, which would adversely affect their businesses; | |
• | we may not be able to obtaindebtor-in-possession financing to sustain us during the reorganization case under Chapter 11 of the Bankruptcy Code; | |
• | if we were not able to confirm and implement a plan of reorganization or if sufficientdebtor-in-possession financing were not available, we may be forced to liquidate under Chapter 7 of the Bankruptcy Code; | |
• | we may be forced to divest our bank subsidiaries, including CIT Bank, or the FDIC or other applicable regulators could place our regulated entities into either receivership or conservatorship and, in either case, the assets of those subsidiaries would not be available to creditors of the Company or other subsidiaries; | |
• | any distributions to you that you may receive in respect of your Old Notes under a liquidation or under a protracted reorganization case or cases under Chapter 11 of the Bankruptcy Code would likely be substantially delayed and the value of any potential recovery likely would be adversely impacted by such delay; and | |
• | if the Offers are not consummated, we believe that alternative financing would only be available on a secured basis. Any lenders providing such alternative financing would likely require that they be granted a first or second lien on substantially all of the assets of the Company, which would give such lenders priority over the holders of Old Notes in any bankruptcy, liquidation, or insolvency proceeding. |
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• | received less than reasonably equivalent value or fair consideration for the issuance of the notes or the incurrence of the guarantee and was insolvent or rendered insolvent by reason of such issuance or incurrence; | |
• | was engaged in a business or transaction for which CIT Group Inc.’s or the applicable guarantor’s remaining assets constituted unreasonably small capital; or | |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; | |
• | the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
• | it could not pay its debts as they become due. |
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• | none of the Series A Collateral Agent, the Series B Collateral Agent, any holder of Series A Notes or Series B Notes nor any secured party under the Junior Credit Facilities may challenge the validity or priority of the liens securing the Senior Obligations or the validity or amount of Senior Obligations; | |
• | if the Series A Collateral Agent, the Series B Collateral Agent, any holder of Series A Notes or Series B Notes and the secured parties under the Junior Credit Facilities receives any payment on account of the Series A Collateral Agent’s or the Series B Collateral Agent’s lien (as applicable) on the collateral prior to the obligations under the Senior Credit Facility being repaid in full in cash, then such agent, holder or secured party will be required to turn over such amount to the Senior Collateral Agent regardless of whether any such Senior Obligations or any lien on the collateral securing such obligations is otherwise found to be unenforceable or subordinated to any other claim or lien or is otherwise recharacterized under applicable law; | |
• | if for any reason it is determined that any or all of the liens securing the Senior Credit Facility are void or otherwise not entitled to proceeds of the collateral, the aggregate amount of proceeds available to satisfy the liens of the Series A Collateral Agent, the Series B Collateral Agent and the Senior Collateral Agent will be reduced. In such circumstances, each of the Series A Collateral Agent and the Series B Collateral Agent, as applicable, and each other Junior Lien Secured Party receiving such proceeds will be required to turn over all such proceeds to the Senior Collateral Agent and will not realize any benefit from its security interest on the collateral; | |
• | the Series A Collateral Agent, the Series B Collateral Agent, any holder of Series A Notes or Series B Notes and the secured parties under the Junior Credit Facilities will be prohibited from enforcing the Series A Collateral Agent’s or the Series B Collateral Agent’s (as applicable) liens on the collateral or objecting to any commercially reasonable exercise of remedies by the Senior Collateral Agent on behalf of the holders of the Senior Obligations; | |
• | even though commercially reasonable, decisions made by the Senior Collateral Agent could nonetheless reduce or delay amounts available for distribution to the Series A Collateral Agent, the Series B Collateral Agent, any holder of Series A Notes or Series B Notes and the secured parties under the Junior Credit Facilities; | |
• | the Series A Collateral Agent, the Series B Collateral Agent, any holder of Series A Notes or Series B Notes and the secured parties under the Junior Credit Facilities may be prohibited from, or limited in, taking certain significant actions in connection with any bankruptcy or insolvency proceeding including: (i) objecting to the use of cash collateral or to certain“debtor-in-possession” financings secured by liens on the collateral, (ii) objecting to any request for “adequate protection” by the Senior Collateral Agent or the holders of the Senior Obligations and (iii) supporting any plan of reorganization that does |
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not provide for satisfaction of all Senior Obligations before distributions are available for the Series A Obligations and the Series B Obligations; and |
• | the liens on the collateral securing the Series A Obligations and the Series B Obligations will be automatically released, and the liens in favor of the Series A Collateral Agent and the Series B Collateral Agent will be automatically subordinated, upon the release of such collateral or the subordination of such liens in favor of the Senior Collateral Agent in connection with certain releases of collateral and subordination of liens under the Senior Credit Facility. See “Collateral — Release or Subordination of Collateral.” |
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• | incur additional indebtedness; | |
• | pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; | |
• | make certain investments; | |
• | sell, transfer or otherwise convey certain assets; |
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• | create liens; | |
• | designate our subsidiaries as unrestricted subsidiaries; | |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; | |
• | enter into a new or different line of business; and | |
• | enter into certain transactions with our affiliates. |
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• | require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our indebtedness and other obligations, which will reduce the funds available for other purposes necessary to run our business; | |
• | make it more difficult for us to satisfy our obligations; | |
• | limit our ability to withstand competitive pressures; | |
• | limit our ability to fund working capital, capital expenditures and other general corporate purposes; | |
• | make us more vulnerable to any continuing downturn in general economic conditions and adverse developments in our industry and business; and | |
• | reduce our flexibility in responding to changing business and economic conditions. |
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Six Months Ended | Year Ended | |||||||||||
June 30, | December 31, | |||||||||||
2009 | 2008 | 2008 | ||||||||||
Actual(1) | (2 | ) | (2 | ) | (3 | ) | ||||||
Pro Forma | (4 | ) |
(1) | For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, minority interest in subsidiary trust holding solely debentures of CIT and one-third of rent expense, which is deemed representative of an interest factor. | |
(2) | Earnings were insufficient to cover fixed charges by $2,061.9 million and $936.1 million for the six months ended June 30, 2009 and June 30, 2008, respectively. | |
(3) | Earnings were insufficient to cover fixed charges by $1,142.2 million for the year ended December 31, 2008. | |
(4) | Due to the significant losses for the six months ended June 30, 2009, earnings would continue to be insufficient after the exchange to cover fixed charges. |
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• | our actual capitalization; and | |
• | our As Adjusted capitalization to reflect the consummation of the exchange of 100%, which is not an expected result, of the Old Notes for New Notes and shares of New Preferred Stock. The New Notes will be issued in an initial aggregate principal amount of approximately $24.2 billion, and recorded at an estimated fair value in the As Adjusted capitalization at approximately $19.4 billion. The New Preferred Stock issued will consist of 70,009,815 shares having an aggregate liquidation preference of approximately $91 billion and representing approximately 94.0% of the aggregate voting power of our capital stock generally entitled to vote on matters presented to our stockholders. |
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As of June 30, 2009 | ||||||||
Actual | As Adjusted(A) | |||||||
(In millions, except share data and per share amounts) | ||||||||
Debt: | ||||||||
Bank credit facilities | $ | 3,100.0 | $ | — | ||||
Secured borrowings | 17,635.3 | 17,635.3 | ||||||
Senior unsecured notes-variable | 7,451.7 | 1,159.0 | ||||||
Senior unsecured notes-fixed | 23,801.7 | 2,686.7 | ||||||
Junior, subordinated notes and convertible equity units | 2,098.9 | 199.9 | ||||||
New Notes offered in the Offers | — | 19,355.7 | ||||||
Total Debt | 54,087.6 | 41,036.6 | ||||||
Deposits | 5,378.7 | 5,378.7 | ||||||
Total Debt and Deposits | 59,466.3 | 46,415.3 | ||||||
Equity | ||||||||
Stockholders’ Equity | ||||||||
Preferred stock: $0.01 par value, 100,000,000 authorized | ||||||||
Issued and outstanding: | ||||||||
Series A 14,000,000 with a liquidation preference of $25 per share | 350.0 | 350.0 | ||||||
Series B 1,500,000 with a liquidation preference of $100 per share | 150.0 | 150.0 | ||||||
Series C 11,500,000 with a liquidation preference of $50 per share | 575.0 | 575.0 | ||||||
Series D 2,330,000 with a liquidation preference of $1,000 per share | 2,071.7 | 2,071.7 | ||||||
Series F 70,009,815 Preferred Stock, issued hereby, with a liquidation preference of $1,300 per share | — | 4,819.7 | ||||||
Common stock: $0.01 par value, 600,000,000 authorized | ||||||||
Issued: 398,289,150 (as of June 30, 2009) | 4.0 | 4.0 | ||||||
Outstanding: 392,067,503 (as of June 30, 2009) | ||||||||
Paid-in capital, net of deferred compensation of $31.1 | 11,269.8 | 11,269.8 | ||||||
(Accumulated deficit) retained earnings | (7,896.6 | ) | 334.7 | |||||
Accumulated other comprehensive loss | (134.7 | ) | (134.7 | ) | ||||
Less: treasury stock, 6,221,647 shares, at cost | (310.3 | ) | (310.3 | ) | ||||
Total Common Stockholders’ Equity | 2,932.2 | 11,163.5 | ||||||
Total Stockholders’ Equity | 6,078.9 | 19,129.9 | ||||||
Total Capitalization | $ | 65,545.2 | $ | 65,545.2 | ||||
Book Value per Common Share(B) | $ | 7.48 | $ | 28.47 | ||||
(A) | The As Adjusted capitalization does not reflect the impact of the $3 billion Senior Credit Facility, the cash tender offer completed on August 17, 2009 for $1 billion of August 17 Notes. It also assumes 100% participation in the Offers, which is not an expected result. | |
(B) | The As Adjusted book value per common share does not reflect the impact of the Recapitalization, which would significantly increase the number of common shares outstanding and cause a significant reduction in the book value per common share. |
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As of June 30, 2009 | ||||||||
Actual | As Adjusted(A)(B) | |||||||
(In millions, except share data and per share amounts) | ||||||||
Debt: | ||||||||
Bank credit facilities | $ | 3,100.0 | $ | — | ||||
Secured borrowings | 17,635.3 | 15,601.3 | ||||||
Senior unsecured notes-variable | 7,451.7 | 1,159.0 | ||||||
Senior unsecured notes-fixed | 23,801.7 | 2,298.8 | ||||||
Junior subordinated notes and convertible equity units | 2,098.9 | — | ||||||
New Notes offered in the Offers | — | 17,947.9 | ||||||
Total Debt | 54,087.6 | 37,007.0 | ||||||
Deposits | 5,378.7 | 5,378.7 | ||||||
Total Debt and Deposits | 59,466.3 | 42,385.7 | ||||||
Equity | ||||||||
Stockholders’ Equity | ||||||||
Preferred stock: $0.01 par value, 100,000,000 authorized | ||||||||
Issued and outstanding: | ||||||||
Series A 14,000,000 with a liquidation preference of $25 per share | 350.0 | — | ||||||
Series B 1,500,000 with a liquidation preference of $100 per share | 150.0 | — | ||||||
Series C 11,500,000 with a liquidation preference of $50 per share | 575.0 | — | ||||||
Series D 2,330,000 with a liquidation preference of $1,000 per share | 2,071.7 | — | ||||||
Common stock: $0.01 par value, 600,000,000 authorized Issued: 398,289,150 (as of June 30, 2009) | 4.0 | — | ||||||
Outstanding: 392,067,503 (as of June 30, 2009) | ||||||||
New common stock: $0.01 par value, 800,000,000 authorized Issued: 400,000,000 | ||||||||
Outstanding: 400,000,000 | — | 4.0 | ||||||
Paid-in capital, net of deferred compensation of $31.1 | 11,269.8 | 7,996.0 | ||||||
Accumulated deficit | (7,896.6 | ) | — | |||||
Accumulated other comprehensive loss | (134.7 | ) | — | |||||
Less: treasury stock, 6,221,647 shares, at cost | (310.3 | ) | — | |||||
Total Common Stockholders’ Equity | 2,932.2 | 8,000.0 | ||||||
Total Stockholders’ Equity | 6,078.9 | 8,000.0 | ||||||
Total Capitalization | $ | 65,545.2 | $ | 50,385.7 | ||||
Book Value per Common Share | $ | 7.48 | $ | 20.00 | ||||
(A) | The As Adjusted capitalization under the Plan of Reorganization does not reflect the impact of the $3 billion Senior Credit Facility (as defined below) or the cash tender offer completed on August 17, 2009 for $1 billion of August 17 Notes. | |
(B) | The As Adjusted includes assumed “fresh start reporting.” |
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For the Six Months Ended June 30, | For the Years Ended December 31, | |||||||||||||||||||||||||||
2009 | 2008 | 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||||||||
(In millions, except percentages, share data and per share amounts) | ||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
Results of Operations | ||||||||||||||||||||||||||||
Net interest revenue | $ | (36.6 | ) | $ | 327.2 | $ | 499.1 | $ | 821.1 | $ | 789.0 | $ | 874.1 | $ | 960.2 | |||||||||||||
Provision for credit losses | 1,123.9 | 398.9 | 1,049.2 | 241.8 | 159.8 | 165.3 | 159.5 | |||||||||||||||||||||
Total other income | 937.9 | 1,228.9 | 2,460.3 | 3,567.8 | 2,898.1 | 2,708.7 | 2,277.0 | |||||||||||||||||||||
Total other expenses | 1,717.5 | 1,425.2 | 2,986.5 | 3,051.1 | 2,319.2 | 1,939.4 | 1,889.3 | |||||||||||||||||||||
(Loss) income from continuing operations, before preferred stock dividends | (1,960.8 | ) | (192.8 | ) | (633.1 | ) | 792.0 | 925.7 | 918.5 | 742.4 | ||||||||||||||||||
(Loss) income from discontinued operation | — | (2,113.8 | ) | (2,166.4 | ) | (873.0 | ) | 120.3 | 30.6 | 11.2 | ||||||||||||||||||
Net (loss) income (attributable) available to common stockholders | (2,082.6 | ) | (2,341.6 | ) | (2,864.2 | ) | (111.0 | ) | 1,015.8 | 936.4 | 753.6 | |||||||||||||||||
Income (loss) per share from continuing operations — diluted | (5.34 | ) | (1.00 | ) | (2.69 | ) | 3.93 | 4.41 | 4.30 | 3.45 | ||||||||||||||||||
Income (loss) per share from discontinued operation — diluted | — | (9.28 | ) | (8.37 | ) | (4.50 | ) | 0.59 | 0.14 | 0.05 | ||||||||||||||||||
Cash dividends per common share, paid | 0.02 | 0.35 | 0.55 | 1.00 | 0.80 | 0.61 | 0.52 | |||||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||||||||||
Loans including receivables pledged | $ | 48,730.3 | $ | 53,223.7 | $ | 53,126.6 | $ | 53,760.9 | $ | 45,203.6 | $ | 35,878.5 | $ | 29,892.1 | ||||||||||||||
Allowance for loan losses | (1,538.4 | ) | (780.8 | ) | (1,096.2 | ) | (574.3 | ) | (577.1 | ) | (540.2 | ) | (553.8 | ) | ||||||||||||||
Operating lease equipment, net | 13,380.1 | 12,342.4 | 12,706.4 | 12,610.5 | 11,017.9 | 9,635.7 | 8,290.9 | |||||||||||||||||||||
Goodwill and intangible assets, net | — | 1,165.6 | 698.6 | 1,152.5 | 1,008.4 | 1,011.5 | 596.5 | |||||||||||||||||||||
Assets of discontinued operation | — | 5,568.2 | 44.2 | 9,308.6 | 10,387.1 | 8,789.8 | 5,811.5 | |||||||||||||||||||||
Total assets | 71,019.2 | 87,819.4 | 80,448.9 | 90,613.4 | 77,485.7 | 63,386.6 | 45,299.8 | |||||||||||||||||||||
Total debt and deposits | 59,466.3 | 69,913.5 | 66,377.5 | 69,161.0 | 60,704.8 | 47,864.5 | 37,724.8 | |||||||||||||||||||||
Total stockholders’ equity | 6,078.9 | 6,154.7 | 8,124.3 | 6,960.6 | 7,751.1 | 6,962.7 | 6,055.1 | |||||||||||||||||||||
Total owned and securitized financing and leasing assets | $ | 63,841.6 | $ | 71,694.4 | $ | 67,823.7 | $ | 73,428.2 | $ | 63,220.2 | $ | 53,200.7 | $ | 46,154.3 |
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For the Six Months Ended June 30, | For the Years Ended December 31, | |||||||||||||||||||||||||||
2009 | 2008 | 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||||||||
(In millions, except percentages, share data and per share amounts) | ||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
Selected Data and Ratios | ||||||||||||||||||||||||||||
Profitability (continuing operations) | ||||||||||||||||||||||||||||
Net income (loss) before preferred dividend as a percentage of average common stockholders’ equity | (84.7 | )% | (6.3 | )% | (11.0 | )% | 11.6 | % | 13.6 | % | 14.8 | % | 13.0 | % | ||||||||||||||
Net finance revenue as a percentage of average earning assets(1) | 1.11 | % | 2.31 | % | 2.05 | % | 2.71 | % | 3.08 | % | 3.38 | % | 3.97 | % | ||||||||||||||
Return on average total assets | (5.16 | )% | 0.49 | % | (0.85 | )% | 1.03 | % | 1.50 | % | 1.81 | % | 1.71 | % | ||||||||||||||
Dividend payout ratio | N/M(2 | ) | N/M(2 | ) | N/M(2 | ) | 25.4 | % | 18.1 | % | 14.2 | % | 15.1 | % | ||||||||||||||
Total ending equity to total ending assets | 8.6 | % | 7.5 | % | 10.1 | % | 7.7 | % | 10.0 | % | 11.0 | % | 13.4 | % | ||||||||||||||
Credit Quality | ||||||||||||||||||||||||||||
Non-accrual loans as a percentage of finance receivables | 4.78 | % | 1.83 | % | 2.66 | % | 0.89 | % | 0.69 | % | 0.83 | % | 1.08 | % | ||||||||||||||
Net credit losses as a percentage of average finance receivables | 2.60 | % | 0.67 | % | 0.90 | % | 0.35 | % | 0.33 | % | 0.52 | % | 0.88 | % | ||||||||||||||
Reserve for credit losses as a percentage of finance receivables | 3.16 | % | 1.47 | % | 2.06 | % | 1.07 | % | 1.28 | % | 1.51 | % | 1.85 | % | ||||||||||||||
Reserve for credit losses, excluding specific reserves as a percentage of finance receivables, excluding guaranteed student loans | 2.28 | % | 1.34 | % | 1.48 | % | 1.21 | % | 1.44 | % | 1.53 | % | 1.71 | % | ||||||||||||||
Capital (period end) | ||||||||||||||||||||||||||||
Tier 1 capital | 8.8 | % | N/A | (3) | 9.4 | % | N/A | (3) | N/A | (3) | N/A | (3) | N/A | (3) | ||||||||||||||
Total risk-based capital | 12.8 | % | N/A | (3) | 13.1 | % | N/A | (3) | N/A | (3) | N/A | (3) | N/A | (3) | ||||||||||||||
Tangible capital to owned and securitized assets | 12.9 | % | 9.0 | % | 14.3 | % | 8.8 | % | 9.4 | % | 9.8 | % | 10.7 | % |
(1) | Net finance revenue is the sum of net interest revenue plus rentals on operating leases less depreciation on operating lease equipment. | |
(2) | N/M means not meaningful given the net losses in these periods. | |
(3) | N/A means not applicable to these periods. |
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• | deliver certificates representing the Old Notes, or transfer ownership of the Old Notes on the account books maintained by the applicable Clearing System, together with all accompanying evidences of transfer and authenticity, to or upon our order; | |
• | present the Old Notes for transfer on the relevant security register; and | |
• | receive all benefits or otherwise exercise all rights of beneficial ownership of the Old Notes (except that the exchange agent will have no rights to or control over, our funds, except as our agent, for an offer consideration for any tendered Old Notes that are exchanged by us), all in accordance with the terms of the Offers. |
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• | be received by the exchange agent at one of the addresses specified on the back cover of this Offering Memorandum and Disclosure Statement prior to the Expiration Date; | |
• | specify the name of the holder of the Old Notes to be withdrawn; | |
• | contain the description of the Old Notes to be withdrawn, the certificate numbers shown on the particular certificates representing such Old Notes (or, in the case of Old Notes tendered by book-entry transfer), the number of the account at the applicable Clearing System from which the Old Notes were tendered and the aggregate principal amount represented by such Old Notes; and | |
• | be signed by the holder of the Old Notes in the same manner as the original signature on the Letter of Transmittal or be accompanied by documents of transfer sufficient to have the trustee for the applicable Old Notes register the transfer of the Old Notes into the name of the person withdrawing the Old Notes. |
• | there shall not have been a sufficient number of Old Notes tendered into the exchange and certain other debt instruments have been renegotiated so that, after giving effect to the Offers and such |
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renegotiations, the face amount of the Company’s total debt would be reduced by at least $5.7 billion and its remaining unsecured debt maturities (excluding foreign vendor facilities) would not exceed $500 million in 2009, $2.5 billion during the period from 2009 to 2010, $4.5 billion during the period from 2009 to 2011 and $6.0 billion during the period from 2009 to 2012, in each case on a cumulative basis (which we refer to as the “Liquidity and Leverage Condition”); |
• | the Delaware Funding Offers are subject to the consummation of the CIT Offers; | |
• | the Steering Committee shall not have consented (such consent not to be unreasonably withheld) to the form and substance of the documentation (including, without limitation, any material refinancings, modifications or amendments to any subsidiary level financing, conduits or securitizations) necessary to effectuate the Restructuring Plan (the “Documentation Condition”). | |
• | there shall have been instituted, threatened or be pending any action, proceeding or investigation (whether formal or informal) (or there shall have been any material adverse development to any action or proceeding currently instituted, threatened or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offers that, in our sole judgment, either (a) is, or is reasonably likely to be, materially adverse to our or our affiliates’ business, operations, properties, condition (financial or otherwise), income, assets, liabilities or prospects, (b) would or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of any Offer or otherwise adversely affect any Offer in any material manner, or (c) would materially impair the contemplated benefits of any offer to the Company or be material to holders in deciding whether to accept an offer; | |
• | an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our sole judgment, either (a) would or might prohibit, prevent, restrict or delay consummation of any Offer or (b) is, or is reasonably likely to be, materially adverse to our or our affiliates’ business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; | |
• | there shall have occurred or be likely to occur any event or condition affecting our or our affiliates’ business or financial affairs and our subsidiaries that, in our sole judgment, would or might result in any of the consequences referred to in the preceding bullet; | |
• | the applicable trustee shall have objected in any respect to or taken action that could, in our sole judgment, adversely affect the consummation of any Offer or shall have taken any action that challenges the validity or effectiveness of the procedures used by the Company in the making of any Offer or the acceptance of, or payment for, some or all of the applicable series of Old Notes pursuant to any Offer; | |
• | there has occurred at any time (a) any general suspension of, or limitation on prices for, trading in securities in the United States or foreign securities or financial markets, including, without limitation, the over-the counter market, (b) any significant adverse change in the price of the Old Notes in the United States or other major securities or financial markets, (c) a material impairment in the trading market for debt or equity securities in the United States or abroad, (d) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States or abroad, (e) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, might affect the extension of credit by banks or other lending institutions, (f) a commencement or declaration of a war, armed hostilities, terrorist acts or other national or international calamity directly or indirectly involving the United States or any country in which either the Company or any of its subsidiaries conducts its business, or (g) a material change in United States currency exchange rates or a suspension of, or limitation on, the markets for U.S. dollars, (h) any decline in either the Dow Jones Industrial Average or the Standard & Poor’s Index of 500 Industrial Companies by an amount in excess of 15% measured from the close of business on the date of this Offering Memorandum and |
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Disclosure Statement, (i) a significant adverse change in the securities, credit or financial markets in the United States or abroad, (j) any significant adverse change in the United States securities, credit or financial markets generally or (k) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof; or |
• | the occurrence of an event or events or the likely occurrence of an event or events that would or might prohibit, restrict or delay the consummation of any offer or materially impair the contemplated benefits of any Offer; | |
• | the Steering Committee shall not have consented (such consent not to be unreasonably withheld) to the form and substance of the documentation (including, without limitation, any material refinancings, modifications or amendments to any subsidiary level financing, conduits or securitizations) necessary to effectuate the Restructuring Plan (the “Documentation Condition”). |
• | None of CIT, Delaware Funding, the exchange agent, the information agent or the Swiss Note Tender Agent shall accept any responsibility for failure of delivery of a notice, communication or electronic acceptance instruction. | |
• | Any rights or claims which a holder may have against the Company in respect of any tendered Old Notes or any offer shall be extinguished or otherwise released upon the payment to such holder of the consideration for the tendered Old Notes and any accrued interest, as determined pursuant to the terms of any offer, for such Old Notes. |
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• | equal in right of payment with all of our and the Guarantors’ existing and future Obligations (other than our and the Guarantors’ respective Obligations under the Credit Agreement) that are not expressly subordinated to the Series A notes and the Note Guarantees; | |
• | effectively subordinated to any of our and the Guarantors’ existing and future indebtedness that is secured by a Lien on any of our or the Guarantors’ assets under the Credit Agreement to the extent of the value of the assets securing such indebtedness and subordinated in right of payment to our and the Guarantor’s existing and future Obligations under the Credit Agreement; | |
• | senior in right of payment to all of our and the Guarantors’ existing and future indebtedness that is expressly subordinated to the Series A notes and Guarantees; and | |
• | effectively subordinated to all liabilities of our Subsidiaries that are not Guarantors, including CIT Funding. |
• | equal in right of payment with all of CIT Funding’s, our and the Guarantors’ existing and future Obligations (other than CIT Funding’s, our and the Guarantors’ respective Obligations under the Credit Agreement) that are not expressly subordinated to the Series B notes and the Note Guarantees; | |
• | effectively subordinated to any of CIT Funding’s, our and the Guarantors’ existing and future indebtedness under the Credit Agreement to the extent of the value of the assets securing such Indebtedness and subordinated in right of payment to CIT Funding’s, our and the Guarantor’s existing and future Obligations, under the Credit Agreement; | |
• | senior in right of payment to all of CIT Funding’s, our and the Guarantors’ existing and future indebtedness that is expressly subordinated to the Series B notes and Note Guarantees; and | |
• | effectively subordinated to all liabilities of our Subsidiaries that are not Series B Guarantors. |
• | in the case of each series of notes, effectively senior to all of our and the Guarantors’ indebtedness that is not secured by a Lien on the Series A Collateral or Series B Collateral, as applicable, to the extent of the value of such Series A Collateral or Series B Collateral, as applicable; and | |
• | in the case of each series of notes, effectively junior to all of our and the Guarantors’ obligations under our Credit Agreement, to the extent of the value of such Series A Collateral or Series B Collateral, as applicable. |
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• | the 2013 Notes mature on November 1, 2013; | |
• | the 2014 Notes mature on November 1, 2014; | |
• | the 2015 Notes mature on November 1, 2015; | |
• | the 2016 Notes mature on November 1, 2016; and | |
• | the 2017 Notes mature on November 1, 2017. |
• | 7.0% per annum with respect to the 2013 Notes; | |
• | 7.0% per annum with respect to the 2014 Notes; | |
• | 7.0% per annum with respect to the 2015 Notes; | |
• | 7.0% per annum with respect to the 2016 Notes; and | |
• | 7.0% per annum with respect to the 2017 Notes. |
• | January 10, April 10, July 10, and October 10, commencing January 10, 2010 with respect to the 2013 Notes and 2014 Notes; | |
• | February 10, May 10, August 10, and November 10, commencing February 10, 2010 with respect to the 2015 Notes and 2016 Notes; and | |
• | March 10, June 10, September 10, and December 10, commencing March 10, 2010 with respect to with respect to the 2017 Notes. |
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Year | Percentage | |||
2010 | 103.500 | % | ||
2011 | 102.000 | % | ||
2012 and thereafter | 100.000 | % |
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• | the redemption date; | |
• | the number of shares of New Preferred Stock to be redeemed; | |
• | the redemption price; and | |
• | the place or places where holders may surrender certificates evidencing the New Preferred Stock for payment of the redemption price. |
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• | amend or alter the provisions of our certificate of incorporation or the certificate of designations for the New Preferred Stock so as to authorize or create, or increase the authorized amount of, any specific class or series of stock ranking senior to the New Preferred Stock with respect to payment of dividends or the distribution of our assets upon liquidation, dissolution or winding up of CIT Group Inc.; | |
• | amend, alter or repeal the provisions of our certificate of incorporation or the certificate of designations for the New Preferred Stock so as to materially and adversely affect the special rights, preferences, privileges and voting powers of the New Preferred Stock, taken as a whole; or | |
• | consummate a binding share exchange or reclassification involving the New Preferred Stock or a merger or consolidation of us with another entity, unless in each case (i) the New Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) such New Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the New Preferred Stock, taken as a whole, |
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• | to cure any ambiguity, or to cure, correct or supplement any provision contained in the certificate of designations for the New Preferred Stock that may be defective or inconsistent; or | |
• | to make any provision with respect to matters or questions arising with respect to the New Preferred Stock that is not inconsistent with the provisions of the certificate of designations. |
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• | Amend our Certificate of Incorporation to increase the number of shares of our authorized common stock from 600 million to at least 18 billion; and | |
• | Reclassify our outstanding preferred stock, including our New Preferred Stock, into approximately 15.7 billion shares of our common stock with such shares allocated to holders of our preferred stockprorata based on aggregate liquidation preference. |
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• | former holders of New Preferred Stock holding in the aggregate 94.0% of the equity and voting power of the Company; | |
• | former holders of Series A Preferred Stock holding in the aggregate 0.4% of the equity and voting power of the Company; | |
• | former holders of Series B Preferred Stock holding in the aggregate 0.2% of the equity and voting power of the Company; | |
• | former holders of Series C Preferred Stock holding in the aggregate 0.6% of the equity and voting power of the Company; | |
• | the United States Department of Treasury holding 2.4% of the equity and voting power of the Company; and | |
• | holders of our currently outstanding common stock holding in the aggregate 2.5% of the equity and voting power of the Company. |
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• | any asset, the pledge of which is restricted or prohibited by any agreement or by applicable law; | |
• | except for Rail Collateral, Aircraft Collateral and Pledged Foreign Equity Collateral as to which additional actions will be taken, assets not subject to the UCC or not perfected by the filing of a financing statement under the Uniform Commercial Code in an appropriate jurisdiction to the extent the Senior Collateral Agent has not taken such action. These excluded assets may include real estate and leases of real property, insurance, rights represented by a judgment, property governed by federal law or treaties, tort claims, certain types of intellectual property, motor vehicles, goods represented by documents, letters of credit, accessions and commingled goods and money; | |
• | interests in aircraft, engines and certain other aircraft or engine components or parts owned by the Guarantors (including fractional interests in aircraft) other than those constituting Aircraft Collateral; | |
• | rail cars, locomotives or other rolling stock owned by the Guarantors, other than those constituting Rail Collateral; | |
• | in the event the Senior Facility Amendments become effective, and assets are released from any liens securing our existing secured facilities, certain of those assets (including any cash collateral now securing such facilities) may be excluded from the scope of collateral; and | |
• | in the case of equity interests, at a minimum, 35% of the voting stock in any entity organized under the laws of a jurisdiction other than a state of the United States, and 51% of the equity interest in CIT Group Finance (Ireland). |
• | Corporate Finance Collateral. Certain Guarantors provide financing to borrowers who are primarily small and middle market companies. Financing assets include working capital loans secured by accounts receivable and inventories, term loans secured by fixed assets, term loans secured by real estate and leveraged loans based on operating cash flow and enterprise valuation. This loan collateral is primarily senior secured and secure loans that may be fixed or variable rate, and revolving or term. Additionally, the assets of such Guarantors may include equipment loans and equipment leases and rights under sale-leaseback arrangements. |
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• | Transportation Finance Collateral. Certain Guarantors provide customized leasing and secured financing primarily to end-users of aircraft and rolling stock as well as leveraged loans based on operating cash flow and enterprise valuation to borrowers in the transportation and defense sectors. The assets include equipment subject to operating leases and single investor leases, equity portions of leveraged leases and sale and leaseback arrangements, as well as loans secured by equipment and other fixed assets. End-users include major and regional airlines worldwide, corporate users of business aircraft, North American railroad companies and freight carriers, and middle-market to larger-sized transportation and defense companies. |
• | Rail Collateral. As of August 31, 2009, the rail collateral consisted of approximately 49,038 railcars and other rolling stock (and leases thereof) owned by C.I.T. Leasing Corporation, The CIT Group/Corporate Aviation, Inc. or The CIT Group/Equipment Financing (the “Rail Collateral”). The owners and pledgors of the railcars and other rolling stock are in the business of leasing railcars and other rolling stock to lessees pursuant to full service leases under which the lessor maintains the leased railcars and other rolling stock, or pursuant to net leases under which the lessee is responsible for maintenance and other expenses associated with the leased railcars and other rolling stock. Substantially all of the railcars and other rolling stock are subject to leases to United States and Canadian lessees. | |
• | Aircraft Collateral. As of August 31, 2009, the aircraft collateral consisted of (i) fourteen (14) commercial aircraft registered in the United States and associated lease agreements to United States andnon-United States lessees, (ii) six (6) business aircraft registered in the United States and associated lease agreements to United States andnon-United States lessees, (iii) two (2) spare engines, (iv) thirteen (13) commercial aircraft registered in Canada leased to Canadian lessees, and (v) nine (9) commercial aircraft registered in other countries that are a party to the Cape Town Convention (collectively, the “Aircraft Collateral”). Nineteen (19) aircraft will not be treated as Aircraft Collateral for the Series A Obligations or the Series B Obligations, respectively, unless and until the Series A Collateral Agent and Series B Collateral Agent, as applicable, executes and delivers letters of quiet enjoyment to the lessees of such aircraft acknowledging the rights of such lessees to quiet enjoyment under their lease agreements. We expect the Series A Collateral Agent and the Series B Collateral Agent to execute and deliver those letters promptly following the closing and issuance of the notes. The CIT Group/Equipment Financing, Inc. or C.I.T. Leasing Corporation (or an owner trust of which C.I.T. Leasing Corporation is the beneficiary) owns and will pledge all of the Aircraft Collateral to both the Series A Collateral Agent and Series B Collateral Agent, other than the Aircraft Collateral registered in China. The Aircraft Collateral registered in China is owned and will be pledged to both the Series A Collateral Agent and Series B Collateral Agent by CIT China 12, Inc., CIT China 13, Inc., CIT China 2, Inc. and CIT China 3, Inc. The owners of the Aircraft Collateral are in the business of leasing aircraft and engines under net leases to lessees in the United States and multiple foreign jurisdictions. Substantially all the aircraft constituting Aircraft Collateral are currently subject to leases to unrelated lessees, except for one business aircraft that is leased to CIT Group (NJ) LLC and two business aircraft that are currently off-lease. All aircraft and spare engines may be used inside or outside the United States. |
• | Trade Finance Collateral. One of the Guarantors provides factoring, trade accounts receivable purchasing, trade accounts receivable management services, secured financing and letters of credit facilities to businesses that operate in several industries including apparel, textile, furniture, home furnishings and consumer electronics. Receivables created or acquired in the conduct of such Guarantor’s business include working capital and term loan receivables and trade accounts receivable due from both domestic and foreign account debtors. Many of the trade accounts receivable are due from retailers. The Guarantor also assists its clients in opening letters of credit, collateralized by trade accounts receivable and other assets, for the benefit of their clients’ suppliers. The purchase of trade accounts receivable, commonly known as “factoring”, gives rise to a factoring fee that is commensurate with the underlying degree of credit risk of the account debtor, recourse and sales volume, and which is generally a percentage of the gross face amount of each factored receivable. The Guarantor also may |
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advance funds to its clients, typically in an amount up to 80% of eligible trade accounts receivable, charging interest on the advance (in addition to any applicable factoring fees). |
• | Vendor Finance Collateral. Certain Guarantors provide financing for purchases of equipment in many industries including information technology, office products, telecommunications equipment and industrial equipment. Vendors include manufacturers, dealers, and distributors and such Guarantors enter into traditional vendor finance programs as well as joint ventures and profit sharing agreements with such vendors. The assets include operating leases, finance leases, software installment payment agreements, as well as loans secured by equipment. In the case of certain joint ventures, these Guarantors engage in financing activities with the vendor through a distinct legal entity that is jointly owned by the Guarantor and the vendor. In other cases, these Guarantors do not establish new entities but instead enter into agreements with vendors to share proceeds from the customer financing provided by such Guarantors. | |
• | Equity. Certain equity interests will be pledged to both the Series A Collateral Agent and Series B Collateral Agent. In some cases, these equity interests are owned by Guarantors and, in other cases, these equity interests are owned by Foreign Grantors. |
• | Equity Interests Owned by Guarantors. |
• | Foreign Equity Interests Owned by Foreign Grantors. |
• | Equity Pledge of CIT Financial Ltd. by CIT Financial (Barbados) Srl. Both the Series A Collateral and the Series B Collateral will include 65% of the voting shares and 100% of the non-voting shares in CIT Financial Ltd. The primary assets of CIT Financial Ltd. consist of financing assets including working capital loans, term loans, leveraged loans, equipment loans, equipment leases, conditional sales agreements and other installment sales contracts generally on a senior secured basis; however, neither the Series A Collateral nor the Series B Collateral will include any assets owned by CIT Financial Ltd. (other than as set forth below with respect to its equity interest in CIT Financial (Alberta) ULC), but only the equity interest in CIT Financial Ltd. owned by CIT Financial (Barbados) Srl. In addition to filing under the UCC, each grant will be perfected by appropriate filings pursuant to Canadian law. Any additional steps required for enforcement under |
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Barbados law will be taken including the registration of the pledges. Under Barbados law, the maximum amount of collateral securing each pledge will be limited to the value stated in each such pledge agreement. |
• | Equity Pledge of CIT Aerospace International by CIT Holdings Canada ULC. Both the Series A Collateral and the Series B Collateral will include substantially all of the shares in CIT Aerospace International, an Irish company owned by CIT Holdings Canada ULC, a Canadian company; one share in CIT Aerospace International is owned by CIT Financial Ltd. as a nominee and such share will not be included in either the Series A Collateral or Series B Collateral. The primary assets of CIT Aerospace International consist of commercial aircraft subject to net operating leases with non-North American airlines; however, neither the Series A Collateral nor the Series B Collateral will include any assets owned by CIT Aerospace International, but only the equity interest in CIT Aerospace International owned by CIT Holdings Canada ULC. The pledges will be granted pursuant to both the Series A Security Agreement and Series B Security Agreement and pledges entered into pursuant to Irish law. In addition to filing under the UCC, each grant will be perfected pursuant to Irish law. | |
• | Equity Pledge of CIT Group Finance (Ireland) by CIT Holdings No. 2 (Ireland). Both the Series A Collateral and the Series B Collateral will include 49% of the shares in CIT Group Finance (Ireland), an Irish company. The primary assets of CIT Group Finance (Ireland) consist of the operating platform used to service the European Vendor Finance Collateral; however, neither the Series A Collateral nor the Series B Collateral will include any assets owned by CIT Group Finance (Ireland), but only include the equity interest in CIT Group Finance (Ireland) owned by CIT Holdings No. 2 (Ireland). The pledges will be granted pursuant to both the Series A Security Agreement and Series B Security Agreement and a pledge entered into pursuant to Irish law. In addition to filing under the UCC, each grant will be perfected pursuant to Irish law. | |
• | Equity Pledge of CIT Vendor Finance (UK) Limited by CIT Group Holdings (UK) Limited. Both the Series A Collateral and the Series B Collateral will include 65% of the shares (not to exceed 65% of the voting shares) in CIT Vendor Finance (UK) Limited. The primary assets of CIT Vendor Finance (UK) Limited consist of loan and lease receivables and residual interests; however, neither the Series A Collateral nor Series B Collateral will include any assets owned by CIT Vendor Finance (UK) Limited, but only include the equity interest in CIT Vendor Finance (UK) Limited owned by CIT Group Holdings (UK) Limited. The pledges will be granted pursuant to both the Series A Security Agreement and Series B Security Agreement and will be perfected by filing under the UCC, but will not be granted or perfected under the laws of England and Wales. As a result of the failure to grant or perfect under the laws of England and Wales, neither pledge will be enforceable under the laws of England and Wales. See “Risk Factors.” | |
• | Equity Pledge of CIT Financial (Alberta) ULC by CIT Financial Ltd. Both the Series A Collateral and the Series B Collateral will include 65% of the voting shares and 100% of the non-voting share in CIT Financial (Alberta) ULC. The primary assets of CIT Financial (Alberta) ULC consist of certain railcar and other assets (including assets leased to CIT Financial Ltd.) and assets transferred for capital tax purposes; however, neither the Series A Collateral nor Series B Collateral will include any assets owned by CIT Financial (Alberta) ULC, but only include the equity interest in CIT Financial (Alberta) ULC owned by CIT Financial Ltd. The pledges will be granted pursuant to both the Series A Security Agreement and Series B Security Agreement as well as a pledge agreement entered into pursuant to Canadian law. In addition to filing under the UCC, each grant will be perfected by appropriate filings pursuant to Canadian law. |
• | Assets To Be Released from Existing Permitted Liens or Returned or Repurchased. If the Senior Facility Amendment becomes effective, certain proceeds may be used to pay existing secured indebtedness and such repayment will result in either the repurchase of assets or the release of any liens securing such indebtedness. See “Material Indebtedness — Senior Credit Facility.” There can be |
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no assurance that the Senior Facility Amendment will become effective or, if effective, that the proceeds will be used to repay existing secured indebtedness. |
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• | None of the Series A Collateral Agent, Series B Collateral Agent or any Junior Lien Secured Party will object to any use of “cash collateral” (as defined in Section 363(a) of Title 11 of the United States Code (the “Bankruptcy Code”)) in respect of any collateral or to anydebtor-in-possession financing (“DIP Financing”) which is to be secured by any lien on the collateral that is approved by the Senior Collateral Agent and will be deemed to have consented to such use of cash collateral or DIP Financing and will agree that any such DIP Financing may be secured by a lien on the collateral ranking senior to the Junior Priority Liens; provided that if the Senior Lien Secured Parties are granted any additional security interests in connection with such use of cash collateral or DIP Financing, the Junior Lien Secured Parties may seek junior liens on such additional collateral (ranking junior to any liens for such DIP Financing and to the liens securing the Senior Obligations and otherwise with the priority set forth above). | |
• | Until the Discharge of Senior Obligations has occurred, none of the Series A Collateral Agent, Series B Collateral Agent or any Junior Lien Secured Party shall be entitled to oppose any disposition of any collateral consented to by the Senior Collateral Agent. | |
• | None of the Series A Collateral Agent, Series B Collateral Agent or any Junior Lien Secured Party will object to any request by the Senior Collateral Agent or the Senior Lien Secured Parties for “adequate protection” on account of the Senior Priority Liens. In certain circumstances, the Series A Collateral Agent, the Series B Collateral Agent or any other Junior Lien Secured Parties may request (and the |
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Senior Lien Secured Parties may object to any such request for) “adequate protection” on account of the Junior Priority Liens. The Junior Lien Secured Parties may seek administrative claims and fees and expenses to the extent sought by the Senior Lien Secured Parties. |
• | None of the Series A Collateral Agent, Series B Collateral Agent or any Junior Lien Secured Party shall be entitled to oppose any request by the Senior Collateral Agent or the Senior Lien Secured Parties for allowance and payment of post-petition interest, fees or expenses constituting Senior Obligations to the extent of the value of the Senior Priority Lien on the collateral, such value to be determined without regard to the existence of the Junior Priority Liens. | |
• | The grants of the Senior Priority Liens and the Junior Priority Liens shall constitute separate and distinct grants of liens, and accordingly, the claims of the Senior Lien Secured Parties, the holders of the Series A Obligations and the holders of the Series B Obligations must be separately classified in any plan of reorganization. |
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Class | Impaired/Unimpaired; Entitlement to Vote | |
Class 1 — Other Priority Claims | Unimpaired — Conclusively presumed to have accepted the Plan of Reorganization and, therefore, not entitled to vote | |
Class 2 — Other Secured Claims | Unimpaired — Conclusively presumed to have accepted the Plan of Reorganization and, therefore, not entitled to vote | |
Class 3 — Other Unsecured Debt Claims and Guarantee Claims | Unimpaired — Conclusively presumed to have accepted the Plan of Reorganization and, therefore, not entitled to vote | |
Class 4 — Intercompany Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 5 — General Unsecured Claims | Unimpaired — Conclusively presumed to have accepted the Plan of Reorganization and, therefore, not entitled to vote | |
Class 6 — Canadian Senior Unsecured Note Claims | Impaired — Entitled to vote | |
Class 7 — Senior Unsecured Note Claims | Impaired — Entitled to vote | |
Class 8 — Senior Unsecured Term Loan Claims | Impaired — Entitled to vote | |
Class 9 — Senior Unsecured Credit Agreement Claims | Impaired — Entitled to vote | |
Class 10 — Senior Subordinated Note Claims | Impaired — Entitled to vote | |
Class 11 — Junior Subordinated Note Claims | Impaired — Entitled to vote | |
Class 12 — Subordinated 510(b) Claims | Impaired — Deemed to have rejected the Plan of Reorganization and, therefore, not entitled to vote | |
Class 13 — Old Preferred Interests | Impaired — Deemed to have rejected the Plan of Reorganization and, therefore, not entitled to vote | |
Class 14 — Old Common Interests | Impaired — Deemed to have rejected the Plan of Reorganization and, therefore, not entitled to vote | |
Class 15 — Old Delaware Funding Interests | Unimpaired — Conclusively presumed to have accepted the Plan of Reorganization and, therefore, not entitled to vote | |
Class 16 — Other Equity Interests (if any) | Impaired — Deemed to have rejected the Plan of Reorganization and, therefore, not entitled to vote |
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• | the high degree of competition in the Filing Entities’ business; | |
• | the susceptibility of the Filing Entities’ business to general economic conditions; |
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• | discovery of unknown contingent liabilities; | |
• | the interest rate environment; | |
• | the ability to retain the client base; | |
• | the effect of tightened liquidity markets on the Filing Entities and their customers; and | |
• | future capital requirements. |
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8. | Risk of Non-Confirmation of the Plan of Reorganization with Respect to Delaware Funding. |
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• | conducting Offers for its outstanding unsecured notes to improve financial flexibility by extending the maturities of such indebtedness and reducing overall indebtedness. The Company is offering eligible holders of Old Notes the ability to exchange such notes for New Notesand/or shares of New Preferred Stock, as applicable, as described in this Offering Memorandum and Disclosure Statement; | |
• | holding discussions with noteholders concerning actions which would result in improvements to the Company’s liquidity and capital position; and | |
• | negotiating the terms of the Exchanges, the Contingent Value Rights, and the Plan of Reorganization. |
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I. | U.S. Federal Income Tax Consequences to U.S. Holders |
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II. | U.S. Federal Income Tax Consequences toNon-U.S. Holders |
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Pre-Restructuring | Reorganization | Fresh Start | Post-Restructuring | |||||||||||||
December 31, 2009 | Adjustments(1) | Adjustments | December 31, 2009 | |||||||||||||
(Dollars in Millions) | ||||||||||||||||
Assets | ||||||||||||||||
Cash and due from Banks | $ | 3,874 | $ | (500 | ) | $ | — | $ | 3,374 | |||||||
Restricted Cash | 2,000 | — | — | 2,000 | ||||||||||||
Finance Receivables, (Net of Reserves) | 41,891 | — | (9,122 | ) | 32,769 | |||||||||||
Operating Leases, Net | 12,952 | — | (3,056 | ) | 9,896 | |||||||||||
Other Assets | 5,822 | — | (350 | ) | 5,472 | |||||||||||
Total Assets | $ | 66,539 | $ | (500 | ) | $ | (12,528 | ) | $ | 53,511 | ||||||
Liabilities | ||||||||||||||||
Deposits | $ | 3,672 | $ | — | $ | — | $ | 3,672 | ||||||||
Secured Borrowings | 15,532 | — | (2,034 | ) | 13,498 | |||||||||||
First Lien Debt | 4,500 | — | — | 4,500 | ||||||||||||
New Notes | — | 22,435 | (4,487 | ) | 17,948 | |||||||||||
Senior Unsecured Notes | 29,881 | (27,408 | ) | (388 | ) | 2,085 | ||||||||||
Bank Credit Facilities | 3,100 | (3,100 | ) | — | — | |||||||||||
Credit Balances of Factoring Clients | 891 | — | — | 891 | ||||||||||||
Junior, Subordinated Notes and Convertible Equity Units | 2,099 | (2,099 | ) | — | — | |||||||||||
Other Liabilities | 2,917 | — | — | 2,917 | ||||||||||||
Total Liabilities | $ | 62,592 | $ | (10,172 | ) | $ | (6,909 | ) | $ | 45,511 | ||||||
Equity | ||||||||||||||||
Preferred Equity | $ | 3,171 | $ | (3,171 | ) | $ | — | $ | — | |||||||
Common Equity/Additional Paid in Capital | 11,274 | — | (3,274 | ) | 8,000 | |||||||||||
Retained Earnings | (10,537 | ) | 12,843 | (2,306 | ) | — | ||||||||||
Noncontrolling Interests | 39 | — | (39 | ) | — | |||||||||||
Total Equity | $ | 3,947 | $ | 9,672 | $ | (5,619 | ) | $ | 8,000 | |||||||
Total Liabilities and Equity | $ | 66,539 | $ | (500 | ) | $ | (12,528 | ) | $ | 53,511 | ||||||
(1) | Reorganization Adjustments include costs related to Bankruptcy and the Exchanges. |
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December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | |||||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Cash and due from Banks | $ | 3,374 | $ | 3,428 | $ | 3,396 | $ | 3,602 | $ | 3,959 | $ | 3,831 | ||||||||||||
Restricted Cash | 2,000 | 1,686 | 1,501 | 1,267 | 1,031 | 933 | ||||||||||||||||||
Finance Receivables, (Net of Reserves) | 32,769 | 29,621 | 29,431 | 28,575 | 27,199 | 27,264 | ||||||||||||||||||
Operating Leases, Net | 9,896 | 10,090 | 10,301 | 10,057 | 9,694 | 9,148 | ||||||||||||||||||
Other Assets | 5,472 | 5,407 | 5,251 | 4,739 | 4,295 | 4,218 | ||||||||||||||||||
Total Assets | $ | 53,511 | $ | 50,232 | $ | 49,880 | $ | 48,240 | $ | 46,178 | $ | 45,394 | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Deposits | $ | 3,672 | $ | 3,650 | $ | 4,843 | $ | 5,776 | $ | 5,410 | $ | 6,580 | ||||||||||||
Secured Borrowings | 13,498 | 11,500 | 11,778 | 10,920 | 10,053 | 8,929 | ||||||||||||||||||
First Lien Debt | 4,500 | 2,000 | — | — | — | — | ||||||||||||||||||
New Notes | 17,948 | 18,621 | 18,320 | 16,508 | 14,378 | 13,418 | ||||||||||||||||||
Senior Unsecured Notes | 2,085 | 1,791 | 1,546 | 1,564 | 1,583 | 1,202 | ||||||||||||||||||
Credit Balances of Factoring Clients | 891 | 282 | 333 | 363 | 384 | 408 | ||||||||||||||||||
Other Liabilities | 2,917 | 3,654 | 3,892 | 3,512 | 4,231 | 4,199 | ||||||||||||||||||
Total Liabilities | $ | 45,511 | $ | 41,498 | $ | 40,712 | $ | 38,643 | $ | 36,039 | $ | 34,736 | ||||||||||||
Equity | ||||||||||||||||||||||||
Common Equity/Additional Paid in Capital | $ | 8,000 | $ | 8,000 | $ | 8,000 | $ | 8,000 | $ | 8,000 | $ | 8,000 | ||||||||||||
Retained Earnings | — | 734 | 1,168 | 1,597 | 2,139 | 2,658 | ||||||||||||||||||
Total Equity | $ | 8,000 | $ | 8,734 | $ | 9,168 | $ | 9,597 | $ | 10,139 | $ | 10,658 | ||||||||||||
Total Liabilities and Equity | $ | 53,511 | $ | 50,232 | $ | 49,880 | $ | 48,240 | $ | 46,178 | $ | 45,394 | ||||||||||||
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Year Ending | ||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||
Interest Income | $ | 4,391 | $ | 3,398 | $ | 2,992 | $ | 2,858 | $ | 2,603 | ||||||||||
Interest Expense | (3,797 | ) | (3,508 | ) | (3,273 | ) | (2,808 | ) | (2,504 | ) | ||||||||||
Net Interest Revenue | 594 | (110 | ) | (281 | ) | 50 | 99 | |||||||||||||
Provision for Credit Losses | (189 | ) | (92 | ) | (86 | ) | (96 | ) | (115 | ) | ||||||||||
Other Income | 2,127 | 2,179 | 2,260 | 2,073 | 1,997 | |||||||||||||||
Total Net Revenues | 2,532 | 1,977 | 1,893 | 2,027 | 1,981 | |||||||||||||||
Other Expense | (865 | ) | (791 | ) | (723 | ) | (688 | ) | (671 | ) | ||||||||||
Depreciation on Operating Lease Equipment | (550 | ) | (562 | ) | (553 | ) | (537 | ) | (547 | ) | ||||||||||
Income Before Income Taxes | 1,117 | 624 | 617 | 802 | 763 | |||||||||||||||
Provision for Income Taxes | (383 | ) | (190 | ) | (188 | ) | (260 | ) | (244 | ) | ||||||||||
Net Income Available to Common Stockholders | $ | 734 | $ | 434 | $ | 429 | $ | 542 | $ | 519 | ||||||||||
Year Ending | ||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||
Cash Flow from Operations | $ | 365 | $ | 643 | $ | 1,100 | $ | 1,599 | $ | 1,304 | ||||||||||
Cash Flow from Investing Activities | 4,458 | 782 | 1,628 | 1,652 | 247 | |||||||||||||||
Cash Flow from Financing Activities | (5,083 | ) | (1,642 | ) | (2,756 | ) | (3,130 | ) | (1,777 | ) | ||||||||||
Net Increases / (Decreases) in Cash | $ | (260 | ) | $ | (217 | ) | $ | (28 | ) | $ | 121 | $ | (226 | ) | ||||||
Beginning of Period Cash | $ | 5,374 | $ | 5,114 | $ | 4,897 | $ | 4,869 | $ | 4,990 | ||||||||||
Increase/(Decrease) in Cash | (260 | ) | (217 | ) | (28 | ) | 121 | (226 | ) | |||||||||||
End of Period Cash | $ | 5,114 | $ | 4,897 | $ | 4,869 | $ | 4,990 | $ | 4,764 | ||||||||||
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LIQUIDATION ANALYSIS
Low | High | |||||||
($ in millions) | ||||||||
I Proceeds: | ||||||||
Cash | $ | 1,930 | $ | 1,930 | ||||
Equity Investments in Subsidiaries | 2,681 | 14,072 | ||||||
Finance Receivables | — | — | ||||||
Operating Lease Equipment | — | — | ||||||
Other Assets | 1,161 | 1,226 | ||||||
Total Proceeds | $ | 5,772 | $ | 17,228 | ||||
Less: | ||||||||
Wind-Down Operating Costs | $ | (160 | ) | $ | (240 | ) | ||
Trustee Fees | (173 | ) | (517 | ) | ||||
Professional Fees | (75 | ) | (150 | ) | ||||
Proceeds Available for Distributions to Secured Claims | $ | 5,364 | $ | 16,321 |
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
II Secured Claims: | ||||||||||||||||||||
Secured Borrowings | $ | 3,000 | 3,000 | 3,000 | 100.0 | % | 100.0 | % | ||||||||||||
Proceeds Available for Distributions to Priority Unsecured Claims | $ | 2,364 | $ | 13,321 | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
III Priority Unsecured Claims: | ||||||||||||||||||||
Taxes | $ | 246 | $ | 246 | $ | 246 | 100.0 | % | 100.0 | % | ||||||||||
Other Priority Claims | 76 | 76 | 76 | 100.0 | % | 100.0 | % | |||||||||||||
Total | $ | 322 | $ | 322 | $ | 322 | ||||||||||||||
Proceeds Available for Distributions to General Unsecured Claims | $ | 2,042 | $ | 12,999 | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
IV General Unsecured Claims: | ||||||||||||||||||||
Canadian Senior Unsecured Note Guarantee | $ | 2,188 | $ | 128 | $ | 813 | 5.8 | % | 37.1 | % | ||||||||||
Senior Unsecured Note Claims | 27,126 | 1,582 | 10,077 | 5.8 | % | 37.1 | % | |||||||||||||
Senior Unsecured Term Loan Claims | 321 | 19 | 119 | 5.8 | % | 37.1 | % | |||||||||||||
Senior Unsecured Credit Agreement Claims | 3,101 | 181 | 1,152 | 5.8 | % | 37.1 | % | |||||||||||||
Deficiency Payments on Make Whole | 250 | 15 | 93 | 5.8 | % | 37.1 | % | |||||||||||||
Other Unsecured Liabilities | 954 | 56 | 354 | 5.8 | % | 37.1 | % | |||||||||||||
Accrued Liabilities & Accounts Payable | 1,052 | 61 | 391 | 5.8 | % | 37.1 | % | |||||||||||||
Total | $ | 34,992 | $ | 2,042 | $ | 12,999 | ||||||||||||||
Proceeds Available for Distributions to Subordinated Unsecured Claims | $ | — | $ | — | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
V Subordinated Unsecured Claims: | ||||||||||||||||||||
Senior Subordinated Note Claims | $ | 1,200 | $ | — | $ | — | 0.0 | % | 0.0 | % | ||||||||||
Junior Subordinated Note Claims | 779 | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Total | $ | 1,979 | $ | — | $ | — | ||||||||||||||
Proceeds Available for Distributions to Residual Stakeholders | $ | — | $ | — | ||||||||||||||||
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LIQUIDATION ANALYSIS
Low | High | |||||||
($ in millions) | ||||||||
I Proceeds: | ||||||||
Cash | $ | 1 | $ | 1 | ||||
Equity Investments in Subsidiaries | — | — | ||||||
Finance Receivables | — | — | ||||||
Operating Lease Equipment | — | — | ||||||
Other Assets | 5 | 7 | ||||||
Total Proceeds | $ | 6 | $ | 8 | ||||
Less: | ||||||||
Wind-Down Operating Costs | $ | (6 | ) | $ | (8 | ) | ||
Trustee Fees | — | — | ||||||
Professional Fees | — | — | ||||||
Proceeds Available for Distributions to Secured Claims | $ | — | $ | — |
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
II Secured Claims: | ||||||||||||||||||||
Secured Borrowings | $ | — | — | — | 0.0 | % | 0.0 | % | ||||||||||||
Proceeds Available for Distributions to Priority Unsecured Claims | $ | — | $ | — | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
III Priority Unsecured Claims: | ||||||||||||||||||||
Taxes | $ | — | $ | — | $ | — | 0.0 | % | 0.0 | % | ||||||||||
Other Priority Claims | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Total | $ | — | $ | — | $ | — | ||||||||||||||
Proceeds Available for Distributions to General Unsecured Claims | $ | — | $ | — | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
IV General Unsecured Claims: | ||||||||||||||||||||
Canadian Senior Unsecured Note Claim | $ | 2,188 | $ | — | $ | — | 0.0 | % | 0.0 | % | ||||||||||
Senior Unsecured Note Claims | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Senior Unsecured Term Loan Claims | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Senior Unsecured Credit Agreement Claims | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Deficiency Payments on Make Whole | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Other Unsecured Liabilities | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Accrued Liabilities & Accounts Payable | 23 | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Total | $ | 2,211 | $ | — | $ | — | ||||||||||||||
Proceeds Available for Distributions to Subordinated Unsecured Claims | $ | — | $ | — | ||||||||||||||||
Recovery | Percentage Recovery | |||||||||||||||||||
Claim | Low | High | Low | High | ||||||||||||||||
V Subordinated Unsecured Claims: | ||||||||||||||||||||
Senior Subordinated Note Claims | $ | — | $ | — | $ | — | 0.0 | % | 0.0 | % | ||||||||||
Junior Subordinated Note Claims | — | — | — | 0.0 | % | 0.0 | % | |||||||||||||
Total | $ | — | $ | — | $ | — | ||||||||||||||
Proceeds Available for Distributions to Residual Stakeholders | $ | — | $ | — | ||||||||||||||||
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SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------- | X | |||
In re: | : | Chapter 11 | ||
: | ||||
CIT Group Inc. (Tax ID 65-xxx1192) | : | Case No. 09- | ||
CIT Group Funding Company of | : | |||
Delaware LLC (Tax ID 98-xxx9146) | : | |||
: | ||||
Debtors. | : | |||
: | ||||
: | ||||
----------------------------------------------------------------- | X |
OF CIT GROUP INC.
AND CIT GROUP FUNDING COMPANY OF DELAWARE LLC
Dated: | New York, New York |
Table of Contents
Page | ||||
INTRODUCTION | C-1 | |||
ARTICLE I DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME | C-1 | |||
A. Scope of Definitions; Rules of Construction | C-1 | |||
B. Definitions | C-1 | |||
C. Rules of Interpretation | C-9 | |||
D. Computation of Time | C-9 | |||
E. Exhibits | C-9 | |||
ARTICLE II TREATMENT OF UNCLASSIFIED CLAIMS | C-9 | |||
A. DIP Facility Claims | C-9 | |||
B. Administrative Claims | C-10 | |||
C. Priority Tax Claims | C-10 | |||
ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS | C-10 | |||
A. Introduction | C-10 | |||
B. Summary of Classified Claims and Interests | C-11 | |||
C. Acceptance by Impaired Classes | C-11 | |||
D. Cramdown | C-11 | |||
E. Elimination Of Classes | C-11 | |||
F. Treatment of Classes | C-12 | |||
1. Class 1 — Other Priority Claims | C-12 | |||
2. Class 2 — Other Secured Claims | C-12 | |||
3. Class 3 — Other Unsecured Debt Claims and Guarantee Claims | C-12 | |||
4. Class 4 — Intercompany Claims | C-12 | |||
5. Class 5 — General Unsecured Claims | C-13 | |||
6. Class 6 — Canadian Senior Unsecured Note Claims | C-13 | |||
7. Class 7 — Senior Unsecured Note Claims | C-13 | |||
8. Class 8 — Senior Unsecured Term Loan Claims | C-13 | |||
9. Class 9 — Senior Unsecured Credit Agreement Claims | C-14 | |||
10. Class 10 — Senior Subordinated Note Claims | C-14 | |||
11. Class 11 — Junior Subordinated Note Claims | C-14 | |||
12. Class 12 — Subordinated 510(b) Claims | C-15 | |||
13. Class 13 — Old Preferred Interests | C-15 | |||
14. Class 14 — Old Common Interests | C-15 | |||
15. Class 15 — Old Delaware Funding Interests | C-15 | |||
16. Class 16 — Other Equity Interests (if any) | C-15 | |||
G. Allowed Claims | C-16 | |||
H. Postpetition Interest | C-16 | |||
I. Special Provision Regarding Unimpaired Claims | C-16 | |||
ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN | C-16 | |||
A. Allocation Of New Notes To Holders Of Canadian Senior Unsecured Note Claims | C-16 | |||
B. Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Note Claims | C-16 | |||
C. Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Term Loan Claims | C-17 |
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D. Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Credit Agreement Claims | C-18 | |||
E. Issuance Of New Common Interests To Holders Of Senior Subordinated Note Claims | C-18 | |||
F. Issuance Of New Common Interests To Holders Of Junior Subordinated Note Claims | C-19 | |||
G. Allocation Of Contingent Value Rights | C-19 | |||
H. Exit Facility | C-20 | |||
I. Continued Existence and Vesting of Assets in Reorganized Debtors | C-20 | |||
J. Cancellation of Interests and Agreements | C-20 | |||
K. Directors | C-21 | |||
L. Preservation of Rights of Action; Settlement of Litigation Claims | C-21 | |||
M. Effectuating Documents; Further Transactions | C-21 | |||
N. Exemption from Certain Transfer Taxes | C-22 | |||
O. Release of Liens | C-22 | |||
ARTICLE V PROVISIONS GOVERNING DISTRIBUTIONS | C-22 | |||
A. Distributions for Claims Allowed as of the Effective Date | C-22 | |||
B. Disbursing Agent(s) | C-22 | |||
C. Calculation of Distribution Amounts of New Common Interests | C-22 | |||
D. Delivery of Distributions; Undeliverable or Unclaimed Distributions | C-23 | |||
E. Withholding and Reporting Requirements | C-23 | |||
F. Allocation of Plan Distributions Between Principal and Interest | C-24 | |||
G. Setoffs | C-24 | |||
H. Surrender of Instruments or Securities | C-24 | |||
I. Lost, Stolen, Mutilated or Destroyed Securities or Instruments | C-25 | |||
ARTICLE VI PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS | C-25 | |||
A. Resolution of Disputed Claims | C-25 | |||
B. No Distribution Pending Allowance | C-26 | |||
C. Distributions After Allowance | C-26 | |||
D. Reservation of Right to Object to Allowance or Asserted Priority of Claims | C-26 | |||
ARTICLE VII TREATMENT OF CONTRACTS AND LEASES | C-26 | |||
A. Assumed Contracts and Leases | C-26 | |||
B. Treatment of Change of Control Provisions | C-27 | |||
C. Payments Related to Assumption of Contracts and Leases | C-27 | |||
D. Claims Based on Rejection of Executory Contracts or Unexpired Leases | C-27 | |||
E. Claims Based on Rejection of Employment Agreements | C-27 | |||
F. Compensation and Benefit Plans and Treatment of Retirement Plan | C-27 | |||
G. Indemnification of Directors and Officers | C-28 | |||
ARTICLE VIII SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN | C-28 | |||
A. New Common Interests | C-28 | |||
B. Exemption from Registration | C-28 | |||
C. New Notes | C-28 | |||
ARTICLE IX CONDITIONS PRECEDENT TO THE PLAN’S CONFIRMATION | C-28 | |||
ARTICLE X CONDITIONS PRECEDENT TO EFFECTIVE DATE | C-29 |
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A. Conditions to Effective Date | C-29 | |||
B. Waiver of Conditions | C-30 | |||
ARTICLE XI MODIFICATIONS AND AMENDMENTS | C-30 | |||
ARTICLE XII RETENTION OF JURISDICTION | C-30 | |||
ARTICLE XIII MISCELLANEOUS PROVISIONS | C-31 | |||
A. Corporate Action | C-31 | |||
B. Professional Fee Claims | C-32 | |||
C. Payment of Statutory Fees | C-32 | |||
D. Confirmation of Plan for Single Debtor | C-32 | |||
E. Severability of Plan Provisions | C-32 | |||
F. Successors and Assigns | C-32 | |||
G. Discharge of Claims and Termination of Interests | C-32 | |||
H. Releases | C-33 | |||
1. Releases by the Debtors | C-33 | |||
2. Releases by Holders of Claims and Interests | C-34 | |||
I. Injunction | C-34 | |||
J. Exculpation and Limitation of Liability | C-34 | |||
K. Waiver of Enforcement of Subordination | C-35 | |||
L. Term of Injunctions or Stays | C-35 | |||
M. Binding Effect | C-35 | |||
N. Revocation, Withdrawal or Non-Consummation | C-35 | |||
O. Committees | C-35 | |||
P. Plan Supplement | C-35 | |||
Q. Notices to Debtors, the Steering Committee | C-36 | |||
R. Governing Law | C-37 | |||
S. Prepayment | C-37 | |||
T. Section 1125(e) of the Bankruptcy Code | C-37 |
Exhibit A-1 | Reorganized CIT Certificate of Incorporation | |
Exhibit A-2 | Reorganized Delaware Funding Certificate of Amendment to Certificate of Formation | |
Exhibit A-3 | Reorganized Delaware Funding Amendment to Limited Liability Company Agreement | |
Exhibit B | Description of New Common Interests | |
TABLE OF SCHEDULES | ||
Schedule 1 | List of Senior Unsecured Notes (excluding 2015 Hybrid Convertible/Equity Notes) |
C-iii
Table of Contents
A. | Scope of Definitions; Rules of Construction |
B. | Definitions |
C-1
Table of Contents
C-2
Table of Contents
C-3
Table of Contents
C-4
Table of Contents
C-5
Table of Contents
C-6
Table of Contents
C-7
Table of Contents
C-8
Table of Contents
C. | Rules of Interpretation |
D. | Computation of Time |
E. | Exhibits |
A. | DIP Facility Claims |
C-9
Table of Contents
B. | Administrative Claims |
C. | Priority Tax Claims |
A. | Introduction |
C-10
Table of Contents
B. | Summary of Classified Claims and Interests |
Class | Impaired/Unimpaired; Entitlement to Vote | |
Class 1 — Other Priority Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 2 — Other Secured Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 3 — Other Unsecured Debt Claims and Guarantee Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 4 — Intercompany Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 5 — General Unsecured Claims | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 6 — Canadian Senior Unsecured Note Claims | Impaired — Entitled to vote | |
Class 7 — Senior Unsecured Note Claims | Impaired — Entitled to vote | |
Class 8 — Senior Unsecured Term Loan Claims | Impaired — Entitled to vote | |
Class 9 — Senior Unsecured Credit Agreement Claims | Impaired — Entitled to vote | |
Class 10 — Senior Subordinated Note Claims | Impaired — Entitled to vote | |
Class 11 — Junior Subordinated Note Claims | Impaired — Entitled to vote | |
Class 12 — Subordinated 510(b) Claims | Impaired — Deemed to have rejected the Plan and, therefore, not entitled to vote | |
Class 13 — Old Preferred Interests | Impaired — Deemed to have rejected the Plan and, therefore, not entitled to vote | |
Class 14 — Old Common Interests | Impaired — Deemed to have rejected the Plan and, therefore, not entitled to vote | |
Class 15 — Old Delaware Funding Interests | Unimpaired — Conclusively presumed to have accepted the Plan and, therefore, not entitled to vote | |
Class 16 — Other Equity Interests (if any) | Impaired — Deemed to have rejected the Plan and, therefore, not entitled to vote |
C. | Acceptance by Impaired Classes |
D. | Cramdown |
E. | Elimination Of Classes |
C-11
Table of Contents
F. | Non-Confirmation Of Plan For Delaware Funding |
F. | Treatment of Classes |
1. | Class 1 — Other Priority Claims |
2. | Class 2 — Other Secured Claims |
3. | Class 3 — Other Unsecured Debt Claims and Guarantee Claims |
4. | Class 4 — Intercompany Claims |
C-12
Table of Contents
5. | Class 5 — General Unsecured Claims |
6. | Class 6 — Canadian Senior Unsecured Note Claims |
7. | Class 7 — Senior Unsecured Note Claims |
8. | Class 8 — Senior Unsecured Term Loan Claims |
C-13
Table of Contents
9. | Class 9 — Senior Unsecured Credit Agreement Claims |
10. | Class 10 — Senior Subordinated Note Claims |
11. | Class 11 — Junior Subordinated Note Claims |
C-14
Table of Contents
12. | Class 12 — Subordinated 510(b) Claims |
13. | Class 13 — Old Preferred Interests |
14. | Class 14 — Old Common Interests |
15. | Class 15 — Old Delaware Funding Interests |
16. | Class 16 — Other Equity Interests (if any) |
C-15
Table of Contents
G. | Allowed Claims |
H. | Postpetition Interest |
I. | Special Provision Regarding Unimpaired Claims |
A. | Allocation Of New Notes To Holders Of Canadian Senior Unsecured Note Claims |
B. | Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Note Claims |
C-16
Table of Contents
C. | Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Term Loan Claims |
C-17
Table of Contents
D. | Allocation Of New Notes And Issuance Of New Common Interests To Holders Of Senior Unsecured Credit Agreement Claims |
E. | Issuance Of New Common Interests To Holders Of Senior Subordinated Note Claims |
C-18
Table of Contents
F. | Issuance Of New Common Interests To Holders Of Junior Subordinated Note Claims |
G. | Allocation Of Contingent Value Rights |
C-19
Table of Contents
H. | Exit Facility |
I. | Continued Existence and Vesting of Assets in Reorganized Debtors |
J. | Cancellation of Interests and Agreements |
C-20
Table of Contents
K. | Directors |
L. | Preservation of Rights of Action; Settlement of Litigation Claims |
M. | Effectuating Documents; Further Transactions |
C-21
Table of Contents
N. | Exemption from Certain Transfer Taxes |
O. | Release of Liens |
A. | Distributions for Claims Allowed as of the Effective Date |
B. | Disbursing Agent(s) |
C. | Calculation of Distribution Amounts of New Common Interests and New Notes |
C-22
Table of Contents
D. | Delivery of Distributions; Undeliverable or Unclaimed Distributions |
E. | Withholding and Reporting Requirements |
C-23
Table of Contents
F. | Allocation of Plan Distributions Between Principal and Interest |
G. | Setoffs |
H. | Surrender of Instruments or Securities |
C-24
Table of Contents
I. | Lost, Stolen, Mutilated or Destroyed Securities or Instruments |
A. | Resolution of Disputed Claims |
C-25
Table of Contents
B. | No Distribution Pending Allowance |
C. | Distributions After Allowance |
D. | Reservation of Right to Object to Allowance or Asserted Priority of Claims |
A. | Assumed Contracts and Leases |
C-26
Table of Contents
B. | Treatment of Change of Control Provisions |
C. | Payments Related to Assumption of Contracts and Leases |
D. | Claims Based on Rejection of Executory Contracts or Unexpired Leases |
E. | Claims Based on Rejection of Employment Agreements |
F. | Compensation and Benefit Plans and Treatment of Retirement Plan |
C-27
Table of Contents
G. | Indemnification of Directors and Officers |
A. | New Common Interests |
B. | Exemption from Registration |
C. | New Notes |
C-28
Table of Contents
A. | Conditions to Effective Date |
C-29
Table of Contents
B. | Waiver of Conditions |
C-30
Table of Contents
A. | Corporate Action |
C-31
Table of Contents
B. | Professional Fee Claims |
C. | Payment of Statutory Fees |
D. | Confirmation of Plan for Single Debtor |
E. | Severability of Plan Provisions |
F. | Successors and Assigns |
G. | Discharge of Claims and Termination of Interests |
C-32
Table of Contents
H. | Releases |
1. | Releases by the Debtors |
2. | Releases by Holders of Claims and Interests |
C-33
Table of Contents
I. | Injunction |
J. | Exculpation and Limitation of Liability |
C-34
Table of Contents
K. | Waiver of Enforcement of Subordination |
L. | Term of Injunctions or Stays |
M. | Binding Effect |
N. | Revocation, Withdrawal or Non-Consummation |
O. | Committees |
P. | Plan Supplement |
C-35
Table of Contents
Q. | Notices to Debtors, the Steering Committee |
Corporate Legal
One CIT Drive
Livingston, NJ 07041
Attn: Robert Ingato
Facsimile:973-740-5264
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
Attn: Gregg M. Galardi, Esq.
Facsimile:302-651-3001
One Rodney Square
10th & King Streets
7th Floor
Wilmington, DE 19801
Attn: Gregg M. Galardi, Esq.
Facsimile:302-651-3001
333 West Wacker Drive
Chicago, Illinois 60606
Attn: Chris L. Dickerson, Esq.
Facsimile:312-407-0411
1285 Avenue of the Americas
New York, NY 10019
Attn: Andrew N. Rosenberg, Esq.
Attn: Alice Belisle Eaton, Esq.
Facsimile:212-757-3990
C-36
Table of Contents
R. | Governing Law |
S. | Prepayment |
T. | Section 1125(e) of the Bankruptcy Code |
J. Gregory St. Clair, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
Four Times Square
New York, New York 10036
(212) 735-3000
C-37
Table of Contents
Jessica Kumar, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
Debtors in Possession
C-38
Table of Contents
TO
PREPACKAGED REORGANIZATION PLAN
OF CIT GROUP INC. AND
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
REORGANIZED CIT CERTIFICATE OF INCORPORATION
Corporation Law of the State of Delaware
By: |
Title: | Authorized Person |
Exhibit A-1
Table of Contents
TO
PREPACKAGED REORGANIZATION PLAN
OF CIT GROUP INC. AND
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
REORGANIZED DELAWARE FUNDING CERTIFICATE OF
AMENDMENT TO CERTIFICATE OF FORMATION
Delaware Limited Liability Company Act
By: |
Exhibit A-2
Table of Contents
TO
PREPACKAGED REORGANIZATION PLAN
OF CIT GROUP INC. AND
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
REORGANIZED DELAWARE FUNDING
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT
OF
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
Exhibit A-3
Table of Contents
By: |
Exhibit A-4
Table of Contents
TO
PREPACKAGED REORGANIZATION PLAN
OF CIT GROUP INC. AND
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
Authorization: | 800 million shares | |
Initial Issuance: | 400 million shares | |
Par Value: | $.01 per share | |
Voting Rights: | One vote per share | |
Dividends: | Payable at the discretion of the board of directors of Reorganized CIT | |
Conversion Rights: | None | |
Splits and Adjustments: | Generally, arithmetic splits, combinations, etc., are proportionately treated | |
Restrictions on Transfer: | None (other than restrictions imposed by applicable state and federal securities laws) | |
Registration Rights: | None |
Exhibit B-1
Table of Contents
TO
PREPACKAGED REORGANIZATION PLAN OF CIT GROUP INC. AND
CIT GROUP FUNDING COMPANY OF DELAWARE LLC
LIST OF SENIOR UNSECURED NOTES (EXCLUDING 2015 HYBRID CONVERTIBLE/EQUITY NOTES)
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
6.88% Notes due November 1, 2009 | USD 300,000,000 | 12560PCL3 | ||
4.13% Notes due November 3, 2009 | USD 500,000,000 | 125581AM0 | ||
3.85% Notes due November 15, 2009 | USD 1,959,000 | 12557WJP7 | ||
4.63% Notes due November 15, 2009 | USD 1,349,000 | 12557WLV1 | ||
5.05% Notes due November 15, 2009 | USD 2,800,000 | 12557WPC9 | ||
5.00% Notes due November 15, 2009 | USD 4,217,000 | 12557WB26 | ||
5.00% Notes due November 15, 2009 | USD 5,083,000 | 12557WB59 | ||
5.00% Notes due November 15, 2009 | USD 6,146,000 | 12557WB83 | ||
3.95% Notes due December 15, 2009 | USD 3,314,000 | 12557WJV4 | ||
4.80% Notes due December 15, 2009 | USD 2,073,000 | 12557WMB4 | ||
4.70% Notes due December 15, 2009 | USD 285,000 | 12557WPL9 | ||
4.85% Notes due December 15, 2009 | USD 582,000 | 12557WPU9 | ||
6.25% Notes due December 15, 2009 | USD 63,703,000 | 12557WSJ1 | ||
6.50% Notes due December 15, 2009 | USD 40,994,000 | 12557WSM4 | ||
Floating Rate Notes due December 21, 2009 | USD 113,000,000 | 12560PDL2 | ||
4.25% Notes due February 1, 2010 | USD 750,000,000 | 125581AQ1 | ||
4.05% Notes due February 15, 2010 | USD 4,172,000 | 12557WKE0 | ||
5.15% Notes due February 15, 2010 | USD 1,918,000 | 12557WQC8 | ||
5.05% Notes due February 15, 2010 | USD 1,497,000 | 12557WQL8 | ||
6.50% Notes due February 15, 2010 | USD 58,219,000 | 12557WSX0 | ||
6.25% Notes due February 15, 2010 | USD 44,138,000 | 12557WTE1 | ||
Floating Rate Notes due March 1, 2010 | CHF 100,000,000 | CH0029382659 | ||
2.75% Notes due March 1, 2010 | CHF 50,000,000 | CH0029407191 | ||
Floating Rate Notes due March 12, 2010 | USD 1,000,000,000 | 125581CX4 | ||
4.30% Notes due March 15, 2010 | USD 1,822,000 | 12557WKL4 | ||
5.05% Notes due March 15, 2010 | USD 4,241,000 | 12557WMH1 | ||
5.15% Notes due March 15, 2010 | USD 6,375,000 | 12557WMP3 | ||
4.90% Notes due March 15, 2010 | USD 297,000 | 12557WQU8 | ||
4.85% Notes due March 15, 2010 | USD 784,000 | 12557WRC7 | ||
6.50% Notes due March 15, 2010 | USD 33,677,000 | 12557WTL5 | ||
Floating Rate Notes due March 22, 2010 | USD 150,000,000 | 12560PFN6 | ||
4.45% Notes due May 15, 2010 | USD 3,980,000 | 12557WKS9 | ||
5.25% Notes due May 15, 2010 | USD 2,414,000 | 12557WMV0 | ||
4.30% Notes due June 15, 2010 | USD 1,013,000 | 12557WKX8 | ||
4.35% Notes due June 15, 2010 | USD 1,419,000 | 12557WLE9 | ||
5.30% Notes due June 15, 2010 | USD 2,622,000 | 12557WNB3 | ||
4.60% Notes due August 15, 2010 | USD 1,131,000 | 12557WLL3 | ||
5.45% Notes due August 15, 2010 | USD 11,920,000 | 12557WNH0 |
Schedule 1
Table of Contents
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
5.50% Notes due August 15, 2010 | USD 1,511,000 | 12557WA92 | ||
4.25% Notes due September 15, 2010 | USD 295,000 | 12557WLS8 | ||
5.25% Notes due September 15, 2010 | USD 11,403,000 | 12557WNR8 | ||
5.20% Notes due November 3, 2010 | USD 500,000,000 | 125577AS5 | ||
Floating Rate Notes due November 3, 2010 | USD 474,000,000 | 125577AT3 | ||
5.05% Notes due November 15, 2010 | USD 9,054,000 | 12557WLY5 | ||
5.25% Notes due November 15, 2010 | USD 6,349,000 | 12557WNZ0 | ||
5.25% Notes due November 15, 2010 | USD 12,292,000 | 12557WC33 | ||
5.25% Notes due November 15, 2010 | USD 1,686,000 | 12557WC74 | ||
4.75% Notes due December 15, 2010 | USD 750,000,000 | 12560PDB4 | ||
5.00% Notes due December 15, 2010 | USD 5,842,000 | 12557WME8 | ||
5.05% Notes due December 15, 2010 | USD 5,926,000 | 12557WPH8 | ||
4.90% Notes due December 15, 2010 | USD 3,188,000 | 12557WPR6 | ||
5.25% Notes due December 15, 2010 | USD 807,000 | 12557WSE2 | ||
6.50% Notes due December 15, 2010 | USD 12,177,000 | 12557WSR3 | ||
6.50% Notes due January 15, 2011 | USD 17,752,000 | 12557WSV4 | ||
4.72% Notes due February 10, 2011 | CAD 400,000,000 | 125581AU2 | ||
5.15% Notes due February 15, 2011 | USD 2,158,000 | 12557WPZ8 | ||
5.15% Notes due February 15, 2011 | USD 1,458,000 | 12557WQH7 | ||
6.60% Notes due February 15, 2011 | USD 25,229,000 | 12557WTB7 | ||
Floating Rate Notes due February 28, 2011(1) | GBP 70,000,000 | XS0245933121 | ||
5.05% Notes due March 15, 2011 | USD 1,560,000 | 12557WML2 | ||
5.00% Notes due March 15, 2011 | USD 1,001,000 | 12557WQR5 | ||
4.90% Notes due March 15, 2011 | USD 806,000 | 12557WQZ7 | ||
5.00% Notes due March 15, 2011 | USD 1,589,000 | 12557WRH6 | ||
6.75% Notes due March 15, 2011 | USD 7,604,000 | 12557WTJ0 | ||
6.50% Notes due March 15, 2011 | USD 6,187,000 | 12557WTQ4 | ||
5.15% Notes due April 15, 2011 | USD 957,000 | 12557WMS7 | ||
Floating Rate Notes due April 27, 2011 | USD 280,225,000 | 125581BA5 | ||
5.60% Notes due April 27, 2011 | USD 750,000,000 | 125581AZ1 | ||
5.40% Notes due May 15, 2011 | USD 1,283,000 | 12557WMY4 | ||
5.35% Notes due June 15, 2011 | USD 558,000 | 12557WNE7 | ||
Floating Rate Notes due July 28, 2011 | USD 669,500,000 | 125581BE7 | ||
5.80% Notes due July 28, 2011 | USD 550,000,000 | 125581BF4 | ||
5.35% Notes due August 15, 2011 | USD 2,254,000 | 12557WNM9 | ||
5.20% Notes due September 15, 2011 | USD 2,685,000 | 12557WNV9 | ||
Floating Rate Notes due September 21, 2011(1) | GBP 40,000,000 | XS0268935698 | ||
4.25% Notes due September 22, 2011(2) | EUR 750,000,000 | XS0201605192 | ||
5.20% Notes due November 15, 2011 | USD 7,392,000 | 12557WPD7 | ||
5.25% Notes due November 15, 2011 | USD 4,427,000 | 12557WB34 | ||
5.25% Notes due November 15, 2011 | USD 5,175,000 | 12557WB67 | ||
5.25% Notes due November 15, 2011 | USD 4,944,000 | 12557WB91 | ||
Floating Rate Notes due November 30, 2011(1) | EUR 500,000,000 | XS0275670965 | ||
4.85% Notes due December 15, 2011 | USD 482,000 | 12557WPM7 | ||
5.00% Notes due December 15, 2011 | USD 1,685,000 | 12557WPV7 |
Schedule 2
Table of Contents
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
5.40% Notes due February 13, 2012 | USD 479,996,000 | 125581CT3 | ||
Floating Rate Notes due February 13, 2012 | USD 654,250,000 | 125581CU0 | ||
5.25% Notes due February 15, 2012 | USD 2,937,000 | 12557WQD6 | ||
5.15% Notes due February 15, 2012 | USD 1,532,000 | 12557WQM6 | ||
7.25% Notes due February 15, 2012 | USD 30,577,000 | 12557WSY8 | ||
7.00% Notes due February 15, 2012 | USD 17,676,000 | 12557WTF8 | ||
5.00% Notes due March 15, 2012 | USD 482,000 | 12557WQV6 | ||
5.00% Notes due March 15, 2012 | USD 1,059,000 | 12557WRD5 | ||
7.25% Notes due March 15, 2012 | USD 13,609,000 | 12557WTM3 | ||
7.75% Notes due April 2, 2012 | USD 259,646,000 | 125581AB4 | ||
5.75% Notes due August 15, 2012 | USD 466,000 | 12557WA68 | ||
3.80% Notes due November 14, 2012(1) | EUR 450,000,000 | XS0234935434 | ||
5.50% Notes due November 15, 2012 | USD 2,711,000 | 12557WC41 | ||
5.50% Notes due November 15, 2012 | USD 1,381,000 | 12557WC82 | ||
7.63% Notes due November 30, 2012 | USD 1,277,653,000 | 125577AZ9 | ||
5.50% Notes due December 15, 2012 | USD 495,000 | 12557WSF9 | ||
7.00% Notes due December 15, 2012 | USD 36,343,000 | 12557WSK8 | ||
7.25% Notes due December 15, 2012 | USD 19,425,000 | 12557WSN2 | ||
7.30% Notes due December 15, 2012 | USD 11,775,000 | 12557WSS1 | ||
Floating Rate Notes due December 21, 2012 | USD 290,705,000 | 12560PEP2 | ||
6.15% Notes due January 15, 2013 | USD 29,038,000 | 12557WAZ4 | ||
6.25% Notes due January 15, 2013 | USD 62,461,000 | 12557WBC4 | ||
6.15% Notes due January 15, 2013 | USD 52,560,000 | 12557WBF7 | ||
6.25% Notes due January 15, 2013 | USD 53,967,000 | 12557WBJ9 | ||
7.50% Notes due January 15, 2013 | USD 27,292,000 | 12557WSW2 | ||
6.25% Notes due February 15, 2013 | USD 22,781,000 | 12557WBM2 | ||
6.20% Notes due February 15, 2013 | USD 24,387,000 | 12557WBQ3 | ||
6.00% Notes due February 15, 2013 | USD 22,368,000 | 12557WBT7 | ||
7.60% Notes due February 15, 2013 | USD 23,615,000 | 12557WTC5 | ||
6.15% Notes due February 15, 2013 | USD 23,318,000 | 12557WBW0 | ||
5.40% Notes due March 7, 2013 | USD 483,516,000 | 125581AX6 | ||
7.75% Notes due March 15, 2013 | USD 18,242,000 | 12557WTK7 | ||
7.90% Notes due March 15, 2013 | USD 17,591,000 | 12557WTN1 | ||
7.25% Notes due March 15, 2013 | USD 5,350,000 | 12557WTR2 | ||
6.00% Notes due March 15, 2013 | USD 26,178,000 | 12557WBZ3 | ||
6.00% Notes due March 15, 2013 | USD 27,547,000 | 12557WCC3 | ||
6.10% Notes due March 15, 2013 | USD 27,499,000 | 12557WCF6 | ||
6.25% Notes due March 15, 2013 | USD 26,121,000 | 12557WCJ8 | ||
6.15% Notes due April 15, 2013 | USD 24,593,000 | 12557WCM1 | ||
6.15% Notes due April 15, 2013 | USD 28,983,000 | 12557WCQ2 | ||
6.05% Notes due April 15, 2013 | USD 19,386,000 | 12557WCT6 | ||
6.05% Notes due May 15, 2013 | USD 44,494,000 | 12557WCW9 | ||
4.95% Notes due May 15, 2013 | USD 9,133,000 | 12557WCZ2 | ||
4.95% Notes due May 15, 2013 | USD 11,492,000 | 12557WDC2 | ||
4.88% Notes due June 15, 2013 | USD 6,237,000 | 12557WDF5 |
Schedule 3
Table of Contents
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
4.85% Notes due June 15, 2013 | USD 7,956,000 | 12557WDJ7 | ||
4.60% Notes due June 15, 2013 | USD 9,421,000 | 12557WDM0 | ||
4.45% Notes due June 15, 2013 | USD 5,051,000 | 12557WDQ1 | ||
Floating Rate Notes due June 20, 2013(1) | EUR 500,000,000 | XS0258343564 | ||
5.05% Notes due July 15, 2013 | USD 5,228,000 | 12557WEF4 | ||
4.65% Notes due July 15, 2013 | USD 9,267,000 | 12557WDT5 | ||
4.75% Notes due July 15, 2013 | USD 2,318,000 | 12557WDW8 | ||
5.00% Notes due July 15, 2013 | USD 15,182,000 | 12557WDZ1 | ||
4.75% Notes due July 15, 2013 | USD 5,779,000 | 12557WEC1 | ||
5.30% Notes due August 15, 2013 | USD 7,479,000 | 12557WEJ6 | ||
5.50% Notes due August 15, 2013 | USD 2,903,000 | 12557WEM9 | ||
5.50% Notes due August 15, 2013 | USD 6,810,000 | 12557WEQ0 | ||
5.40% Notes due September 15, 2013 | USD 2,445,000 | 12557WET4 | ||
5.50% Notes due September 15, 2013 | USD 4,171,000 | 12557WEW7 | ||
5.25% Notes due September 15, 2013 | USD 4,374,000 | 12557WEZ0 | ||
5.20% Notes due September 15, 2013 | USD 4,378,000 | 12557WFC0 | ||
5.20% Notes due October 15, 2013 | USD 5,497,000 | 12557WFF3 | ||
5.20% Notes due October 15, 2013 | USD 8,130,000 | 12557WFJ5 | ||
5.25% Notes due October 15, 2013 | USD 3,359,000 | 12557WFM8 | ||
5.30% Notes due November 15, 2013 | USD 3,146,000 | 12557WFQ9 | ||
5.10% Notes due November 15, 2013 | USD 7,480,000 | 12557WFT3 | ||
5.40% Notes due December 15, 2013 | USD 5,783,000 | 12557WFW6 | ||
5.20% Notes due December 15, 2013 | USD 7,241,000 | 12557WFZ9 | ||
5.10% Notes due January 15, 2014 | USD 2,897,000 | 12557WGC9 | ||
4.85% Notes due January 15, 2014 | USD 1,333,000 | 12557WGF2 | ||
5.00% Notes due February 13, 2014 | USD 671,749,000 | 125581AH1 | ||
5.00% Notes due February 15, 2014 | USD 5,957,000 | 12557WGJ4 | ||
4.90% Notes due February 15, 2014 | USD 1,958,000 | 12557WGM7 | ||
7.85% Notes due February 15, 2014 | USD 23,034,000 | 12557WSZ5 | ||
7.65% Notes due February 15, 2014 | USD 10,897,000 | 12557WTG6 | ||
4.80% Notes due March 15, 2014 | USD 4,492,000 | 12557WGQ8 | ||
4.60% Notes due March 15, 2014 | USD 4,211,000 | 12557WGT2 | ||
7.85% Notes due March 15, 2014 | USD 4,573,000 | 12557WTS0 | ||
4.80% Notes due April 15, 2014 | USD 2,177,000 | 12557WGW5 | ||
5.10% Notes due April 15, 2014 | USD 5,735,000 | 12557WGZ8 | ||
5.00% Notes due May 13, 2014(2) | EUR 463,405,000 | XS0192461837 | ||
5.25% Notes due May 15, 2014 | USD 4,898,000 | 12557WHC8 | ||
5.80% Notes due May 15, 2014 | USD 11,357,000 | 12557WHF1 | ||
5.70% Notes due June 15, 2014 | USD 8,890,000 | 12557WHJ3 | ||
5.75% Notes due June 15, 2014 | USD 10,815,000 | 12557WHM6 | ||
5.75% Notes due June 15, 2014 | USD 1,930,000 | 12557WRU7 | ||
5.85% Notes due June 15, 2014 | USD 1,593,000 | 12557WRX1 | ||
6.00% Notes due June 15, 2014 | USD 10,892,000 | 12557WSA0 | ||
5.65% Notes due July 15, 2014 | USD 8,504,000 | 12557WHQ7 | ||
5.30% Notes due July 15, 2014 | USD 10,005,000 | 12557WHT1 |
Schedule 4
Table of Contents
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
5.20% Notes due August 15, 2014 | USD 5,691,000 | 12557WHW4 | ||
5.30% Notes due August 15, 2014 | USD 3,915,000 | 12557WHZ7 | ||
6.00% Notes due August 15, 2014 | USD 2,555,000 | 12557WA27 | ||
6.00% Notes due August 15, 2014 | USD 2,389,000 | 12557WA76 | ||
5.25% Notes due September 15, 2014 | USD 16,332,000 | 12557WJC6 | ||
5.05% Notes due September 15, 2014 | USD 17,112,000 | 12557WJF9 | ||
5.13% Notes due September 30, 2014 | USD 638,267,000 | 125581AK4 | ||
4.90% Notes due October 15, 2014 | USD 5,520,000 | 12557WJJ1 | ||
5.10% Notes due October 15, 2014 | USD 13,944,000 | 12557WJM4 | ||
5.05% Notes due November 15, 2014 | USD 7,238,000 | 12557WJQ5 | ||
5.50% Notes due December 1, 2014(2) | GBP 480,000,000 | XS0207079764 | ||
5.13% Notes due December 15, 2014 | USD 7,632,000 | 12557WJT9 | ||
5.10% Notes due December 15, 2014 | USD 18,101,000 | 12557WJW2 | ||
5.05% Notes due January 15, 2015 | USD 6,302,000 | 12557WJZ5 | ||
5.00% Notes due February 1, 2015 | USD 671,141,000 | 125581AR9 | ||
4.95% Notes due February 15, 2015 | USD 6,678,000 | 12557WKC4 | ||
4.90% Notes due February 15, 2015 | USD 6,848,000 | 12557WKF7 | ||
7.90% Notes due February 15, 2015 | USD 24,329,000 | 12557WTD3 | ||
5.10% Notes due March 15, 2015 | USD 12,247,000 | 12557WKJ9 | ||
5.05% Notes due March 15, 2015 | USD 2,575,000 | 12557WKM2 | ||
4.25% Notes due March 17, 2015(2) | EUR 412,500,000 | XS0215269670 | ||
5.38% Notes due April 15, 2015 | USD 6,369,000 | 12557WKQ3 | ||
5.25% Notes due May 15, 2015 | USD 15,954,000 | 12557WKT7 | ||
5.30% Notes due May 15, 2015 | USD 27,090,000 | 12557WKW0 | ||
5.10% Notes due June 15, 2015 | USD 14,930,000 | 12557WKZ3 | ||
5.05% Notes due June 15, 2015 | USD 10,912,000 | 12557WLA7 | ||
5.20% Notes due June 15, 2015 | USD 8,322,000 | 12557WLF6 | ||
5.30% Notes due August 15, 2015 | USD 10,741,000 | 12557WLJ8 | ||
5.38% Notes due August 15, 2015 | USD 15,892,000 | 12557WLM1 | ||
5.25% Notes due September 15, 2015 | USD 11,241,000 | 12557WLQ2 | ||
5.10% Notes due September 15, 2015 | USD 4,898,000 | 12557WLT6 | ||
5.50% Notes due November 15, 2015 | USD 4,016,000 | 12557WLW9 | ||
5.80% Notes due November 15, 2015 | USD 7,456,000 | 12557WLZ2 | ||
5.75% Notes due December 15, 2015 | USD 8,155,000 | 12557WMC2 | ||
5.80% Notes due December 15, 2015 | USD 12,621,000 | 12557WMF5 | ||
5.40% Notes due January 30, 2016 | USD 604,263,000 | 125581AW8 | ||
5.85% Notes due March 15, 2016 | USD 14,372,000 | 12557WMJ7 | ||
5.80% Notes due March 15, 2016 | USD 11,705,000 | 12557WMM0 | ||
6.00% Notes due March 15, 2016 | USD 69,046,000 | 12557WMQ1 | ||
5.88% Notes due April 15, 2016 | USD 4,888,000 | 12557WMT5 | ||
6.05% Notes due May 15, 2016 | USD 14,943,000 | 12557WMW8 | ||
6.15% Notes due May 15, 2016 | USD 18,636,000 | 12557WMZ1 | ||
6.10% Notes due June 15, 2016 | USD 15,478,000 | 12557WNC1 | ||
6.10% Notes due June 15, 2016 | USD 17,660,000 | 12557WNF4 | ||
6.20% Notes due August 15, 2016 | USD 37,135,000 | 12557WNJ6 |
Schedule 5
Table of Contents
Outstanding Principal | ||||
Title | Amount | CUSIP/ISIN | ||
6.13% Notes due August 15, 2016 | USD 36,401,000 | 12557WNN7 | ||
5.85% Notes due September 15, 2016 | USD 391,533,000 | 125581CS5 | ||
6.05% Notes due September 15, 2016 | USD 31,772,000 | 12557WNS6 | ||
5.95% Notes due September 15, 2016 | USD 11,219,000 | 12557WNW7 | ||
4.65% Notes due September 19, 2016 | EUR 474,000,000 | XS0268133799 | ||
6.00% Notes due November 15, 2016 | USD 29,155,000 | 12557WPA3 | ||
5.95% Notes due November 15, 2016 | USD 13,264,000 | 12557WPE5 | ||
Floating Rate Notes due December 14, 2016 | USD 34,452,000 | 12560PDK4 | ||
5.80% Notes due December 15, 2016 | USD 35,842,000 | 12557WPJ4 | ||
5.65% Notes due December 15, 2016 | USD 8,701,000 | 12557WPN5 | ||
5.70% Notes due December 15, 2016 | USD 9,571,000 | 12557WPS4 | ||
5.70% Notes due December 15, 2016 | USD 9,817,000 | 12557WPW5 | ||
5.50% Notes due December 20, 2016 | GBP 367,400,000 | XS0278525992 | ||
5.65% Notes due February 13, 2017 | USD 548,087,000 | 125577AY2 | ||
5.85% Notes due February 15, 2017 | USD 7,724,000 | 12557WQA2 | ||
5.95% Notes due February 15, 2017 | USD 11,074,000 | 12557WQE4 | ||
5.85% Notes due February 15, 2017 | USD 6,471,000 | 12557WQJ3 | ||
5.80% Notes due February 15, 2017 | USD 7,792,000 | 12557WQN4 | ||
Floating Rate Notes due March 15, 2017 | USD 50,000,000 | 12560PDR9 | ||
5.75% Notes due March 15, 2017 | USD 6,741,000 | 12557WQS3 | ||
5.75% Notes due March 15, 2017 | USD 13,498,000 | 12557WQW4 | ||
5.70% Notes due March 15, 2017 | USD 9,533,000 | 12557WRA1 | ||
5.65% Notes due March 15, 2017 | USD 5,935,000 | 12557WRE3 | ||
5.75% Notes due March 15, 2017 | USD 10,298,000 | 12557WRJ2 | ||
5.75% Notes due May 15, 2017 | USD 2,708,000 | 12557WRL7 | ||
5.80% Notes due May 15, 2017 | USD 3,779,000 | 12557WRN3 | ||
5.80% Notes due May 15, 2017 | USD 5,038,000 | 12557WRQ6 | ||
5.38% Notes due June 15, 2017(5) | GBP 300,000,000 | XS027632734 | ||
6.00% Notes due June 15, 2017 | USD 23,842,000 | 12557WRS2 | ||
6.00% Notes due June 15, 2017 | USD 8,205,000 | 12557WRV5 | ||
6.10% Notes due June 15, 2017 | USD 6,648,000 | 12557WRY9 | ||
6.25% Notes due June 15, 2017 | USD 10,535,000 | 12557WSB8 | ||
6.25% Notes due August 15, 2017 | USD 1,190,000 | 12557WA35 | ||
6.25% Notes due November 15, 2017 | USD 8,958,000 | 12557WB42 | ||
6.25% Notes due November 15, 2017 | USD 11,778,000 | 12557WB75 | ||
6.25% Notes due November 15, 2017 | USD 6,339,000 | 12557WC25 | ||
6.40% Notes due November 15, 2017 | USD 3,404,000 | 12557WC58 | ||
6.50% Notes due November 15, 2017 | USD 2,197,000 | 12557WC90 | ||
10-Year Forward Rate Bias Notes due December 11, 2017(3) | USD 500,000,000 | N/A | ||
6.50% Notes due December 15, 2017 | USD 556,000 | 12557WSG7 | ||
7.50% Notes due December 15, 2017 | USD 24,275,000 | 12557WSL6 | ||
7.75% Notes due December 15, 2017 | USD 14,936,000 | 12557WSP7 | ||
7.80% Notes due December 15, 2017 | USD 8,731,000 | 12557WST9 | ||
5.80% Senior Notes due October 1, 2036(4) | USD 316,015,000 | 12560PFP1 |
Schedule 6
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(1) | Listed on the London Stock Exchange. Following consummation of the Plan, the Debtors intend to delist these notes from the London Stock Exchange’s Gilt Edged and Fixed Interest Market. | |
(2) | Listed on the Luxembourg Stock Exchange. Following consummation of the Plan, the Debtors intend to delist these notes from the Luxembourg Stock Exchange. | |
(3) | These securities are not listed with the Depository Trust Company. | |
(4) | The 5.80% Senior Notes due October 1, 2036 have a put right on October 1, 2018. | |
(5) | The 5.38% Notes due June 15, 2017 have a put right on June 15, 2010. |
Schedule 7
Table of Contents
NAME OF | ENTITY | |||
GUARANTOR | JURISD. | TYPE | ||
Baffin Shipping Co., Inc. | Delaware | CORP | ||
C.I.T. Leasing Corporation | Delaware | CORP | ||
Capita Colombia Holdings Corp. | Delaware | CORP | ||
Capita Corporation | Delaware | CORP | ||
Capita International L.L.C. | Delaware | LLC | ||
Capita Premium Corporation | Delaware | CORP | ||
CIT Capital USA Inc. | Delaware | CORP | ||
CIT China 12, Inc. | Delaware | CORP | ||
CIT China 13, Inc. | Delaware | CORP | ||
CIT China 2, Inc. | Delaware | CORP | ||
CIT China 3, Inc. | Delaware | CORP | ||
CIT Communications Finance Corporation | Delaware | CORP | ||
CIT Credit Finance Corp. | Delaware | CORP | ||
CIT Credit Group USA Inc. | Delaware | CORP | ||
CIT Financial Ltd. of Puerto Rico | Delaware | CORP | ||
CIT Financial USA, Inc. | Delaware | CORP | ||
CIT Group (NJ) LLC | Delaware | LLC | ||
CIT Group SF Holding Co., Inc. | Delaware | CORP | ||
CIT Healthcare LLC | Delaware | LLC | ||
CIT Holdings, LLC | Delaware | LLC | ||
CIT Lending Services Corporation | Delaware | CORP | ||
CIT Lending Services Corporation (Illinois) | Delaware | CORP | ||
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.) | Delaware | CORP | ||
CIT Real Estate Holding Corporation | Delaware | CORP | ||
CIT Realty LLC | Delaware | LLC | ||
CIT Technologies Corporation | Michigan | CORP | ||
CIT Technology Financing Services, Inc. | Massachusetts | CORP | ||
Education Loan Servicing Corporation | Delaware | CORP | ||
Equipment Acceptance Corporation | New York | CORP | ||
Franchise Portfolio 1, Inc. | Delaware | CORP | ||
Franchise Portfolio 2, Inc. | Delaware | CORP | ||
GFSC Aircraft Acquisition Financing Corporation | Delaware | CORP | ||
Hudson Shipping Co., Inc. | Delaware | CORP | ||
Namekeepers LLC | Delaware | LLC | ||
Owner-Operator Finance Company | Delaware | CORP | ||
Student Loan Xpress, Inc. | Delaware | CORP | ||
The CIT Group/BC Securities Investment, Inc. | New Jersey | CORP | ||
The CIT Group/Business Credit, Inc. | New York | CORP | ||
The CIT Group/Capital Finance, Inc. | Delaware | CORP | ||
The CIT Group/Capital Transportation, Inc. | Delaware | CORP | ||
The CIT Group/CmS Securities Investment, Inc. | New Jersey | CORP |
D-1
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NAME OF | ENTITY | |||
GUARANTOR | JURISD. | TYPE | ||
The CIT Group/Commercial Services, Inc. | New York | CORP | ||
The CIT Group/Commercial Services, Inc. (Va.) | Delaware | CORP | ||
The CIT Group/Consumer Finance, Inc. (NY) | New York | CORP | ||
The CIT Group/Consumer Finance, Inc. (TN) | Delaware | CORP | ||
The CIT Group/Corporate Aviation, Inc. | Delaware | CORP | ||
The CIT Group/Equipment Financing, Inc. | Delaware | CORP | ||
The CIT Group/Equity Investments, Inc. | New Jersey | CORP | ||
The CIT Group/Factoring One, Inc. | New York | CORP | ||
The CIT Group/FM Securities Investment, Inc. | New Jersey | CORP | ||
The CIT Group/LsC Securities Investment, Inc. | New Jersey | CORP | ||
The CIT Group/Securities Investment, Inc. | Delaware | CORP | ||
The CIT Group/Venture Capital, Inc. | New Jersey | CORP | ||
Western Star Finance, Inc. | Delaware | CORP |
CIT Financial (Barbados) Srl |
CIT Holdings Canada ULC |
CIT Group Holdings (UK) Limited |
CIT Holdings No. 2 (Ireland) |
CIT Financial Ltd./Services Financiers CIT Ltee |
D-2
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Item 2. | Certifications |
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Name of Holder: | HOLDERS SHOULD PROVIDE THEIR INSTRUCTIONS TO THE NOMINEE | |
Signature: | HOLDING THEIR OLD NOTES IN ACCORDANCE WITH THE DIRECTIONS | |
Print or Type Name: | PROVIDED BY THAT FIRM. BY PROVIDING YOUR INSTRUCTIONS TO | |
Title (if appropriate): | YOUR NOMINEE, YOU ARE THEREBY REQUESTING THAT THE FIRM | |
Address: | TENDER YOUR OLD NOTES IN ACCORDANCE WITH YOUR DIRECTIONS, | |
Telephone Number: | AND CAST A MASTER BALLOT ON YOUR BEHALF TO | |
Date: | TRANSMIT YOUR VOTE. | |
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