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Form
8-K for
CIT GROUP INC
4-Nov-2009
Bankruptcy or Receivership, Triggering Events That Accelerate or Increase a Direct
Item 1.03. Bankruptcy or Receivership.
On November 1, 2009 (the "Commencement Date"), CIT Group Inc. (the "Company")
and CIT Group Funding Company of Delaware LLC ("Delaware Funding" and together
with the Company, the "Debtors") filed voluntary petitions for relief under
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") (the "Chapter 11 Cases"). The Chapter 11 Cases have been
assigned to the Honorable Allan L. Gropper and are being jointly administered
under the caption "In re CIT Group Inc. and CIT Group Funding Company of
Delaware LLC" Case No. 09-16565 (ALG). The Debtors will continue to manage their
properties and operate their businesses as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
A copy of the press release, dated November 1, 2009, announcing the filing of
the Chapter 11 Cases is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or Obligations under an Off-Balance Sheet Arrangement.
Financial Obligations
The filing of the voluntary petitions for relief described in Item 1.03 above
(the "Voluntary Petitions") constituted an event of default or termination event
and caused the automatic and immediate acceleration of all debt outstanding
under a number of instruments and agreements relating to financial obligations
of the Debtors and certain of their affiliates (the "Accelerated Financial
Obligations"). The Debtors believe that any efforts to enforce the payment
obligations under the Accelerated Financial Obligations are stayed as a result
of the filing of the Voluntary Petitions, with the exception of certain
unsecured credit facilities to affiliates of approximately $284.1 million,
certain transactions under various swap agreements, and certain aircraft and
rail leases. The material Accelerated Financial Obligations include:
• the vast majority of the unsecured credit facilities and loans of the
Company and its affiliates in the aggregate amount outstanding of
approximately $4.1 billion;
• all of the senior unsecured notes issued by each of the Debtors in the
aggregate amount outstanding of approximately $28 billion;
• all of the Company's subordinated notes in the aggregate amount outstanding
of approximately $1.1 billion; and
• all of the Company's junior subordinated notes in the aggregate amount
outstanding of approximately $750 million.
In addition, the filing of the Voluntary Petitions constituted a termination
event under various swap agreements to which the Debtors and certain affiliates
are party. The Debtors or their affiliates are entitled to receive net payments
in the amount of approximately $236 million as a result of such terminations if
all of the swap agreements are actually terminated. The amount of such net
payments are estimated and are subject to change based upon pricing quotes
received by the calculation agent and changes in market interest and foreign
currency rates. If additional material Accelerated Financial Obligations later
become calculable or known to the Registrant, information regarding such
additional obligations is expected to be provided by a subsequent amendment to
this Form 8-K.
The filing of the Voluntary Petitions constituted an event of default under
certain aircraft and rail leases under which a wholly-owned subsidiary of the
Company is the head lessee. The head lessee's obligations under these leases are
guaranteed by the Company. In the event that the head lessor under each lease
demands stipulated loss payments as a result of the event of default, the head
lessee, or the Company as guarantor, would be obligated to make such payments in
the amount of approximately $1.7 billion. However, as a result of such payments,
the Company expects that it would receive title to air and rail assets from the
head lessors currently valued at approximately $1.3 billion.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 2, 2009, NYSE Regulation, Inc. ("NYSE Regulation") announced that
it determined that listing of the Company's (i) common stock (ticker symbol:
CIT); (ii) 6.350% Non-Cumulative Preferred Stock, Series A (ticker symbol: CIT
PR A); (iii) 8.75% Non-Cumulative Perpetual Convertible Preferred Stock,
Series C (ticker symbol: CIT PR C); and (iv) equity units (ticker symbol: CIT PR
Z), in each case on the New York Stock Exchange (the "NYSE"), should be
suspended prior to the market opening on November 3, 2009. NYSE Regulation
determined that the Company is no longer suitable for listing in light of the
November 1, 2009 commencement of the Chapter 11 Cases by the Debtors which is
sufficient grounds for the commencement of delisting procedures pursuant to
Section 802.01D of the NYSE's Listed Company Manual.
At this time the Company does not intend to take any action to appeal NYSE
Regulation's decision and therefore, it is expected that the Company's
securities described above will be delisted after completion by the NYSE of
application to the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
The Company guarantees approximately A$300 million of public debt issued by
its subsidiary, CIT Group (Australia) Limited ("CIT Australia"). The Company and
CIT Australia have reached an agreement with a majority of CIT Australia's
noteholders to amend the terms of the debt including waiver of an event of
default resulting from the Company's bankruptcy, grant of a first lien security
interest in most of CIT Australia's assets to the noteholders, subordination of
the intercompany notes owed by CIT Australia to the Company to the CIT Australia
public debt and institution of a cash control process whereby certain cash is
used to repurchase and retire notes prior to the maturity date. The interest
rate on the debt remains unchanged and CIT Australia will not pay the
noteholders any amendment fee.
Item 8.01. Other Events.
Under the terms of the Company's 8.75% Non-Cumulative Perpetual Convertible
Preferred Stock, Series C (the "Series C Preferred Stock"), as a result of the
delisting of the Company's common stock, each share of Series C Preferred Stock
is immediately convertible into 9.0909 shares of the Company's common stock. Due
to the automatic stay in connection with the Chapter 11 Cases, the Company is
prohibited from paying cash in lieu of any fractional shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
99.1 Press Release dated November 1, 2009.
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Forward-Looking Statement
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All forward-looking statements
(including statements regarding future financial and operating results) involve
risks, uncertainties and contingencies, many of which are beyond CIT's control,
which may cause actual results, performance, or achievements to differ
materially from anticipated results, performance, or achievements. All
statements contained in this document that are not clearly historical in nature
are forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended to identify
forward-looking statements. Economic, business, funding market, competitive
and/or regulatory factors, among others, affecting CIT's businesses are examples
of factors that could cause actual results to differ materially from those
described in the forward-looking statements. More detailed information about
these factors are described in CIT's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the
year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
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