Shearman & Sterling is advising CIT Group Inc. in its approximately $381 million acquisition of Education Lending Group, Inc. (EDLG). Under the terms of the acquisition agreement, the purchase will take place through a cash tender offer in which CIT will pay $19.05 for each share of EDLG stock. Any remaining shares of EDLG will be acquired by CIT at the same price through a cash merger. The transaction is subject to customary regulatory approvals and is expected to close in the first quarter of 2005. The deal will make EDLG a wholly owned subsidiary of CIT.

CIT is a FORTUNE 500® company and a leading provider of commercial and consumer finance solutions, including services in vendor financing, equipment and transportation financing, small business administration loans and asset-based lending. EDLG is a full-service education funding provider with a loan portfolio of $4.0 billion. It originates $1.5 billion in loans annually.