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Icahn offers to underwrite $6 billion loan to CIT

NEW YORK/PHILADELPHIA (Reuters) - Carl Icahn, the famed corporate raider, accused finance company CIT Group Inc of trying to win support for its reorganization by overpaying for a new loan from some existing lenders.

Investor Carl Icahn speaks at the Wall Street Journal Deals & Deal Makers conference, held at the New York Stock Exchange, June 27, 2007. REUTERS/Chip East

Icahn, who told Reuters he is the largest holder of CIT Group debt, said the struggling finance company is looking to borrow $6 billion from some of its current debt investors.

The company can do better, Icahn said, noting that he will offer an equal amount of money on better terms. He also hopes to change the company’s board of directors.

“We’re the largest creditor and we think it’s egregious what’s going on over there,” Icahn told Reuters in a phone interview. “This company belongs to the bondholders, and these guys are buying votes with the idea of staying in control ...”

In an interview with Reuters, Icahn also said he plans to challenge some of CIT’s prior financing transactions, including a $3 billion credit facility the company has with Goldman Sachs Group Inc.

The terms of loans made to troubled companies are increasingly coming under close scrutiny from investors. Bondholders are questioning loans made to Tribune Co, Lyondell Chemical Co and Tousa Inc just before the companies failed.

A judge ruled last week that loans made to Tousa six months before it filed for bankruptcy involved a fraudulent transfer of assets and said that Citigroup, which arranged the loans, was motivated by fees.

CIT is working to avoid bankruptcy. Icahn said the company is offering to pay $300 million of fees on the new $6 billion loan.

But CIT will only allow major investors that agree to support the company’s restructuring efforts -- either a debt exchange or a prepackaged bankruptcy negotiation -- to participate in the loan. The offer comes at the expense of thousands of smaller bondholders who do not get the same opportunity, Icahn charged.

“This is a bad-faith attempt to buy votes,” he wrote. “This is reminiscent of the old Tammany political machine’s vote-getting tactics,” referring to the Democratic Party political machine that controlled New York City politics for decades.

One analyst said the Icahn loan may not be much better for most investors than the one the company is proposing, because a critical issue for investors is the large amount of collateral, roughly $30 billion, that would back any new loan.

“If you don’t reduce the excess collateral on existing secured debt, what is the benefit to unsecured investors?” said Kevin Starke, analyst at CRT Capital Group, which is a broker-dealer for debt securities.

LUDICROUS

Icahn said he would underwrite the $6 billion loan for fees of $150 million, or half what the company is offering to other creditors, and without any requirements for supporting a reorganization plan.

The loan would be supported by $30 billion of assets that already support $3 billion of debt. The company had about $70 billion of assets as of the end of June.

CIT said in a statement that it has received Icahn’s letter, and intends to ask for more information. The company added that it is open to securing funding “on the most beneficial terms.”

The company is likely to treat Icahn’s offer with suspicion, said Gary Eisenberg, a partner in the bankruptcy group Herrick, Feinstein.

“They will see this as him attempting to use the leverage of his position to gain control of the board,” Eisenberg said.

But some investors are supportive of Icahn. Zachary Prensky, whose Little Bear Investments holds subordinated CIT debt, said Icahn’s proposal makes sense, based on what’s been reported so far.

“We hope we can enter new discussions with Icahn soon to possibly participate in any new offerings,” Prensky said.

CIT is in dire straits. It has more than $1 billion of unsecured debt maturing by the end of the year, and in a filing with regulators in August the company said if it cannot properly restructure its debt, it might have to file for bankruptcy.

Earlier this month, CIT proposed a debt exchange that could reduce its outstanding debt by at least $5.7 billion. It also put forth a prepackaged bankruptcy plan, and asked investors to support both restructuring options. On Monday, CIT disclosed some sweetened terms to that debt exchange, including more equity for subordinated debt holders.

CIT hopes to restructure its debt and ultimately use its bank unit to help finance its assets. Icahn said CIT should instead pursue an “orderly run-off of the assets.”

CIT’s shares closed up 9 cents at $1.21 on Monday on the New York Stock Exchange.

CIT received an emergency loan in July from a group of major bondholders including Pacific Investment Management Co, Baupost Group, and Centerbridge Partners LP. Icahn amassed bonds in recent months while some of these steering creditors sold their positions.

Icahn told Reuters he will challenge some of CIT’s previous, expensive rescue financing.

“I’m going to investigate transactions that appear questionable and possibly negligent, such as that Goldman Sachs transaction,” he said. “They may owe Goldman hundreds of millions of dollars because of that transaction.”

Published reports have said the investment bank is entitled to a $1 billion payout under the terms of that facility if CIT were to file for bankruptcy.

Michael DuVally, a spokesman for Goldman, directed Reuters to a statement on the bank’s website, which notes that the facility was a lifeline to the company when initially extended. The statement also says that Goldman Sachs established funding of its own for the CIT facility. If CIT closes out the facility, Goldman will have costs associated with closing out its own funding, which the make-whole provision is meant to cover.

Reporting by Joseph A. Giannone in New York and Jessica Hall in Philadelphia, Additional reporting by Dan Wilchins and Karen Brettell in New York; Editing by John Wallace, Phil Berlowitz, Leslie Gevirtz

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