Capmark Financial Group Inc. Enters into Agreement for the Potential Sale of its North American Servicing and Mortgage Banking Businesses

* Reuters is not responsible for the content in this press release.

Wed Sep 2, 2009 2:31pm EDT

HORSHAM, Pa.--(Business Wire)--
On September 2, 2009, Capmark Financial Group Inc. ("Capmark") and its
wholly-owned subsidiaries, Capmark Finance Inc. and Capmark Capital Inc.
(collectively, the "Sellers"), entered into an Asset Put Agreement (the
"Agreement") with Berkadia III, LLC (the "Purchaser"). The Purchaser is a newly
formed entity owned by Berkshire Hathaway Inc. and Leucadia National
Corporation. 

The Agreement provides for a put option (the "Put Option") whereby the Sellers
have the right to sell to the Purchaser the Sellers` North American servicing
and mortgage banking businesses (the "Mortgage Business") and all assets
primarily used in, or primarily related to, the Mortgage Business (together with
the Mortgage Business, the "Acquired Assets"). The Sellers paid the Purchaser
$40.0 million in cash for the Put Option. If the Put Option is exercised by the
Sellers, then upon the terms and subject to the conditions provided for in the
Agreement, the Sellers will transfer to the Purchaser the Acquired Assets for an
aggregate purchase price of $490.0 million, subject to various closing
adjustments, including an upward adjustment for servicing advances and
warehoused loans. 

If the sale of the Mortgage Business occurs outside of a bankruptcy proceeding,
the purchase price will consist of a $375.0 million payment in cash at the
closing, a $40.0 million holdback retained by the Purchaser to cover indemnity
claims, and a $75.0 million note payable from the Purchaser that is subject to
reduction for losses in Capmark`s Fannie Mae DUS portfolio (the "Note"). If the
sale of the Mortgage Business occurs in a bankruptcy proceeding under section
363 of the Bankruptcy Code, the purchase price will consist of a $415.0 million
payment in cash at the closing and the Note. 

If Capmark is in a chapter 11 proceeding, exercise of the Put Option would be
incorporated into a Bankruptcy Code section 363 sale process in which Capmark
would seek court authorization to exercise the Put Option and close on the sale.
In a section 363 sale process, the Agreement would serve as a baseline or floor
bid price for the Mortgage Business. Under the terms of the Agreement, Capmark
has the option to pursue alternative transactions for the sale of the Mortgage
Business. 

The Put Option expires if not exercised by the Sellers within sixty days of the
execution of the Agreement, unless the Sellers file for bankruptcy prior to the
sixtieth day, in which case Sellers have an additional sixty days from the date
of any such filing to exercise the Put Option. 

About Capmark:

Capmark is a commercial real estate finance company that operates three core
business lines: lending and mortgage banking, investments and funds management,
and servicing. 

Forward-Looking Statements

Certain statements in this release may constitute forward-looking statements.
These statements are based on management`s current expectations and beliefs but
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Capmark refers you to the documents that it posts from time to time
on its website, which contain additional important factors that could cause its
actual results to differ from its current expectations and from the
forward-looking statements contained in this press release. 

Such forward-looking statements are made only as of the date of this release.
Capmark expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in Capmark`s expectations with regard thereto or changes in
events, conditions, or circumstances on which any such statement is based. 





Capmark Financial Group Inc.
Media:
Joyce Patterson, 215-328-3842
Joyce.Patterson@capmark.com
or
Investor Relations:
Paul W. Kopsky, Jr., 215-328-3000
Investor.relations@capmark.com




Copyright Business Wire 2009

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