By Dakin Campbell Oct. 5 (Bloomberg) — CIT Group Inc. ’s plans to increase the size of its board as part of a $29 billion debt exchange means the company may be preparing to remove Chief Executive Officer Jeffrey Peek , according to corporate governance experts. The 101-year-old lender, which may file for bankruptcy should the exchange fail, hired Spencer Stuart, the executive search firm, to help boost the board to 13 members from 10 and said some directors may resign, according to an Oct. 2 regulatory filing . A steering committee of bondholders who provided the company with $3 billion in July will recommend candidates, CIT said. “New people with new perspectives can change the balance of power” and cost Peek his position, said Claudia Allen, chair of Neal Gerber & Eisenberg LLP’s corporate governance practice group in Chicago. “In many of these troubled financial institutions we have seen board shakeups.” Peek, 62, joined CIT in 2003 after being denied the top job at Merrill Lynch & Co. The New York-based commercial lender lost $5 billion in the last nine quarters as the collapse of the market for subprime mortgages sparked the worst financial crisis since the Great Depression and cut off CIT’s short-term funding. Now, the company is asking bondholders to exchange unsecured obligations for new secured debt maturing in four to eight years and preferred shares. The board extended Peek’s employment contract last month, keeping him at the helm until at least Sept. 2, 2010, according to a Sept. 4 filing. Peek earned $800,000 in base salary last year, and stock and option awards helped bring his total compensation to $5.4 million, according to CIT’s proxy statement . CIT, which finances about 1 million businesses from Dunkin’ Brands Inc. to Eddie Bauer Holdings Inc., will seek court protection through a pre-packaged bankruptcy should the exchange fail, an Oct. 1 filing said. The company posted a second-quarter loss of $1.62 billion as more customers defaulted on loans. Lenders Seeking Control “The lenders are seeking greater control over company management to protect their investment,” said Charles Elson , chairman of the University of Delaware’s corporate-governance center in Newark, Delaware. “It is the lender exercising greater control over the company.” CIT closed last week at $1.17 in New York Stock Exchange composite trading as details of the restructuring plan emerged, down from more than $60 as recently as mid-2007. CIT’s $300 million of 6.875 percent notes maturing on Nov. 1 dropped 13 cents last week to 73 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. Lewis, Prince, O’Neal “CIT’s management will continue to work closely with our board of directors, outside advisers and the steering committee of bondholders throughout the restructuring process, which is designed to position the company for future success as it becomes a well-funded bank holding company with a strong capital position and market leading franchises,” Curt Ritter, a spokesman, said in a written statement. Peek wasn’t available for comment, he said. If Peek leaves, he would join a list of CEOs who have departed in the credit crunch, which has caused financial companies to report more than $1.6 trillion in losses and writedowns. Bank of America Corp. CEO Kenneth D. Lewis said Sept. 30 that he would step down at the end of the year, adding to the roster of top U.S. executives who have stepped down from their jobs that includes James Cayne of Bear Stearns Cos., Charles Prince of Citigroup Inc. , Stanley O’Neal of Merrill and Kennedy Thompson of Wachovia Corp. Role of Chairman Lewis, 62, lost his chairman’s role in April. The Charlotte, North Carolina-based bank has seen at least 10 directors depart through resignations or retirements since April with four new members named in June. With Peek, “the one thing to look for is if he continues to serve as chairman,” said Nell Minow , co-founder of The Corporate Library, a research firm in Portland, Maine, that tracks corporate governance issues. If he doesn’t “that is usually one step out the door,” she said. Under Peek, CIT expanded into subprime mortgages and student loans. When CIT was cut off from commercial paper, or short-term IOUs, last year, it got federal approval to convert to a bank holding company and $2.33 billion as part of the Treasury’s industry rescue program. The company turned to bondholders in July after CIT was denied access to the Federal Deposit Insurance Corp.’s Temporary Liquidity Guarantee Program to sell U.S.-backed debt. Now, with the voluntary swap, the company is trying to cut at least $5.7 billion of debt. Newport Beach, California-based Pacific Investment Management Co., Centerbridge Partners LP in New York, Los Angeles-based Oaktree Capital Management LLC, Boston-based hedge fund Baupost Group LLC, Capital Research & Management Co. of Los Angeles, and Silver Point Capital LP in Greenwich, Connecticut, comprise the bondholder steering committee. “There is now more balance between the providers of capital and the managers of the capital,” said Tamar Frankel , a corporate governance professor at Boston University School of Law. “By definition, the CEO’s position is somewhat eroded.” To contact the reporter on this story: Dakin Campbell in San Francisco at dcampbell27@bloomberg.net






