CIT Announces Accelerated Process for Appointing New
Directors in Potential Prepackaged Plan of Reorganizatio
October 28, 2009 04:07 PM Eastern Daylight Time
NEW YORK--(EON: Enhanced Online News)--CIT Group Inc., a leading provider of financing to small businesses and middle m
today announced a modification of its Amended Offering Memorandum (dated October 16, 2009 and supplemented October 23,
accelerate changes to its Board of Directors in a potential prepackaged plan of reorganization scenario. Immediately upon effectiven
of reorganization, a majority of the Directors will be individuals who were identified by bondholders.
Upon the effective date of the potential prepackaged plan of reorganization, the Board will consist of 13 Directors, including 12 ind
and the future CEO, upon his or her appointment by the new Board. The 12 independent Directors will include:
l Five incumbent Directors identified by the current Nominating and Governance Committee of the Board (“N&GC”);
l Four Directors identified by the Steering Committee of Lenders pursuant to the process described in the Offering Memorand
l Three Directors identified by bondholders who are not members of the Steering Committee.
The Offering Memorandum previously provided that, if the Company were to consummate its restructuring through a prepackaged
reorganization, incumbent Directors would constitute no more than five of the 13 Directors to be elected at the 2010 annual meeting
With respect to the three candidates to be identified by other bondholders, any bondholder (other than a Steering Committee memb
least 1% of the aggregate outstanding principal amount of CIT bonds and unsecured bank debt will have the right to recommend up
candidates to the N&GC. The N&GC will select three candidates from among those recommended, provided that not more than o
forward by any one bondholder is selected.
The appointment of all Directors is subject to prior notice to the Federal Reserve Bank of New York, and there can be no assuranc
Reserve Bank