Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-149970, 333-149970-01 to 333-149970-08
CAPMARK FINANCIAL GROUP INC.
SUPPLEMENT NO. 21 TO
MARKET MAKING PROSPECTUS DATED
JULY 14, 2008
THE DATE OF THIS SUPPLEMENT IS MARCH 25, 2009
On March 25, 2009, Capmark Financial Group Inc. filed the attached
Current Report on Form 8-K.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2009
CAPMARK FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 333-146211 |
| 91-1902188 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
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116 Welsh Road |
| 19044 | ||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: (215) 328-4622
Not applicable.
(Former names or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2009, Capmark Financial Group Inc. (the “Company”) entered into Amendment No. 3 to the Bridge Loan Agreement (“Bridge Loan Amendment 3”), among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. Bridge Loan Amendment 3 amends the Bridge Loan Agreement dated as of March 23, 2006 (the “Bridge Loan Agreement”), as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006 and Amendment No. 2 to the Bridge Loan Agreement dated as of June 30, 2008. Bridge Loan Amendment 3 extends the March 23, 2009 maturity date of more than 90% of the aggregate principal amount of the bridge loan until March 24, 2009.
Bridge Loan Amendment 3 also provides that the Company may not incur certain types of liens and indebtedness other than pursuant to arrangements existing on March 23, 2009 or which arise in the ordinary course of the Company’s business.
On March 24, 2009, the Company entered into Amendment No. 4 to the Bridge Loan Agreement (“Bridge Loan Amendment 4”), among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. Bridge Loan Amendment 4 amends the Bridge Loan Agreement, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement dated as of June 30, 2008 and Bridge Loan Amendment 3. Bridge Loan Amendment 4 further extends the maturity date of the bridge loan to April 9, 2009 with respect to the holders of approximately 94% of the outstanding principal balance under the Bridge Loan Agreement (the “Extending Lenders”).
The Company paid a fee to each Extending Lender in an amount equal to 0.25% of the aggregate principal amount of such Extending Lender’s outstanding loans under the Bridge Loan Agreement.
The Company repaid approximately $8.2 million of the bridge loan which was due to non-Extending Lenders. Pursuant to the terms of Bridge Loan Amendment 4, the Company may not make any further repayments under the bridge loan prior to April 9, 2009.
The holder of $48 million principal amount of the bridge loan did not execute Bridge Loan Amendment 3 or Bridge Loan Amendment 4 and has not agreed to an extension of the bridge loan maturity date and has demanded payment of all amounts due under its loan. Under the Bridge Loan Agreement, the failure to pay any amount at maturity may be declared an event of default by the Agent upon the request or direction of the Majority Lenders (as defined in the Bridge Loan Agreement). Pursuant to Bridge Loan Amendment 4, the Majority Lenders waived any event of default arising directly from the Company’s failure to repay in full the principal amount of, and interest on, the loans of any non-Extending Lender until April 9, 2009. The Majority Lenders also
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agreed to forbear (and to instruct the Agent to forbear) from exercising any right or remedy under the Bridge Loan Agreement as a result of the occurrence and continuance of an event of default arising from any such non-payment.
The foregoing descriptions of Bridge Loan Amendment 3 and Bridge Loan Amendment 4 do not purport to be complete and are qualified in their entirety by reference to the full text of Bridge Loan Amendment 3 and Bridge Loan Amendment 4, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Copies of the press releases announcing the entry into Bridge Loan Amendment 3 and Bridge Loan Amendment 4 are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
10.1 |
| Amendment No.3 to the Bridge Loan Agreement, dated as of March 23, 2009, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. |
10.2 |
| Amendment No.4 to the Bridge Loan Agreement, dated as of March 24, 2009, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. |
99.1 |
| Press Release re: Bridge Loan Amendment 3 |
99.2 |
| Press Release re: Bridge Loan Amendment 4 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Capmark Financial Group Inc. | |
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| /s/ Thomas L. Fairfield | |
Date: March 24, 2009 | Name: | Thomas L. Fairfield |
| Title: | Executive Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
Exhibit No. |
| Description |
10.1 |
| Amendment No.3 to the Bridge Loan Agreement, dated as of June 30, 2008, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. |
10.2 |
| Amendment No.4 to the Bridge Loan Agreement, dated as of June 30, 2008, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. |
99.1 |
| Press Release re: Bridge Loan Amendment 3 |
99.2 |
| Press Release re: Bridge Loan Amendment 4 |
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Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 3 TO THE BRIDGE LOAN AGREEMENT
Dated as of March 23, 2009
AMENDMENT NO. 3 TO THE BRIDGE LOAN AGREEMENT (this “Amendment”) among Capmark Financial Group Inc., a Nevada corporation (the “Company”), the financial institutions and other institutional lenders party hereto, and Citicorp North America, Inc., as administrative agent (the “Agent”) for the Lenders.
RECITALS:
(1) The Company, the financial institutions and other institutional lenders party thereto (the “Lenders”), the Agent and the other agents party thereto have entered into that certain Bridge Loan Agreement dated as of March 23, 2006, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006 and Amendment No. 2 to the Bridge Loan Agreement dated as of June 30, 2008 (as further amended, supplemented or otherwise modified, the “Bridge Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Bridge Loan Agreement.
(2) The Company has requested that the Lenders agree to extend the Maturity Date of the Loans under the Bridge Loan Agreement (any such Lender agreeing to so extend, an “Extending Lender”) as hereinafter set forth.
(3) Pursuant to subsection 9.1(a) of the Bridge Loan Agreement, the Majority Lenders may, or, with the written consent of the Majority Lenders, the Agent may, from time to time, enter into with the Company, written amendments, supplements or modifications to the Bridge Loan Agreement for the purpose of adding any provisions to the Bridge Loan Agreement or changing in any manner the rights of the Lenders or of the Company under the Bridge Loan Agreement.
(4) Pursuant to subsection 9.1(y)(i) of the Bridge Loan Agreement, no amendment to the Bridge Loan Agreement shall extend the scheduled date of any payment of any Loan without the consent of each Lender directly affected thereby.
(5) The Majority Lenders and the Extending Lenders have agreed, subject to the terms and conditions stated below, to amend the Bridge Loan Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO BRIDGE LOAN AGREEMENT
The Bridge Loan Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 of the Bridge Loan Agreement is hereby amended by inserting in alphabetical order a new definition to read as follows:
“Amendment No. 3”: Amendment No. 3 to the Agreement, dated as of March 23, 2009, among the Company, the Lenders party thereto and the Agent.
“Amendment No. 3 Effective Date”: the date of effectiveness of Amendment No. 3 in accordance with the terms thereof.
“Amendment No. 3 Extending Lender”: an “Extending Lender” (as defined in Amendment No. 3).
“Amendment No. 3 Non-Extending Lender”: any Lender on the Amendment No. 3 Effective Date that is not an Amendment No. 3 Extending Lender.
(b) The definition of “Maturity Date” set forth in Section 1.01 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Maturity Date” means (x) with respect to any Loans and Commitments held by Amendment No. 3 Non-Extending Lenders on the Amendment No. 3 Effective Date, March 23, 2009 and (y) with respect to any Loans and Commitments held by Amendment No. 3 Extending Lenders on the Amendment No. 3 Effective Date, March 24, 2009 (at 11:00 AM EDT).
(c) Section 6.3(f) of the Bridge Loan Agreement is hereby amended by inserting the following proviso after the semicolon in the last line thereof:
provided that, after the Amendment No. 3 Effective Date, such Liens shall not be permitted, other than pursuant to arrangements existing on the Amendment No. 3 Effective Date or in the ordinary course of business;
(d) Section 6.3(g) of the Bridge Loan Agreement is hereby amended by inserting the following proviso after the word “million” in the last line thereof:
; provided that, after the Amendment No. 3 Effective Date, such Liens shall not be permitted, other than pursuant to arrangements existing on the Amendment No. 3 Effective Date or in the ordinary course of business
(e) Section 6.4(g) of the Bridge Loan Agreement is hereby amended by inserting the following proviso after the comma in the last line thereof:
provided that, after the Amendment No. 3 Effective Date, such Indebtedness shall not be permitted, other than pursuant to arrangements existing on the Amendment No. 3 Effective Date or in the ordinary course of business;
(f) Section 6.4(h) of the Bridge Loan Agreement is hereby amended by inserting the following proviso after the word “million” in the last line thereof:
, provided that, after the Amendment No. 3 Effective Date, such Indebtedness shall not be permitted, other than pursuant to arrangements existing on the Amendment No. 3 Effective Date or in the ordinary course of business;
The undersigned agree that the Bridge Loan Agreement is deemed to be amended to make any modifications to the applicable payment, pro rata and sharing provisions of the Bridge Loan Agreement needed in connection with effecting the changes to maturities effected hereby and to permit the Company in connection with Amendment No. 3 to repay the Loans (and accrued interest thereon) the maturities of which are not extended pursuant to Amendment No. 3 (and the Lenders in respect of such Loans shall be entitled to receive and retain such repayment and interest).
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Notwithstanding anything contained herein to the contrary, the Company agrees that, prior to 11:00 AM EDT on March 24, 2009, it shall not make, or cause to be made, any repayment in respect of the Loans in an aggregate amount in excess of $8,200,000; provided, however, that the Company may make, or cause to be made, any repayment in respect of the Loans in connection with the extension of the Maturity Date to April 6, 2009 to repay the Loans (and accrued interest thereon) the maturities of which are not so extended.
SECTION 2. CONDITIONS OF EFFECTIVENESS
This Amendment shall become effective as of the date first above written when, and only when, the following conditions have been satisfied:
(a) the Agent shall have received counterparts of this Amendment executed by the Company, the Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed this Amendment;
(b) the Agent shall have received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Amendment, and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded;
(c) each Guarantor has executed and delivered a consent in the form of Annex A hereto; and
(d) all other fees and expenses of the Agent and the Lenders (including (i) all reasonable fees and expenses of counsel to the Agent and (ii) all retainers for counsel to the Agent and advisor to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.
SECTION 3. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES
(a) The Company hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Bridge Loan Agreement (to the extent relating to the Company) are true and correct in all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date.
SECTION 4. AFFIRMATION OF THE COMPANY
The Company hereby consents to the amendments to the Bridge Loan Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of the Company contained in the Bridge Loan Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects.
SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS
(a) On and after the effectiveness of this Amendment, each reference in the Bridge Loan
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Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Bridge Loan Agreement and each reference in the Notes and each of the other Loan Documents to “the Bridge Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Bridge Loan Agreement shall mean and be a reference to the Bridge Loan Agreement as amended by this Amendment.
(b) The Bridge Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Bridge Loan Agreement or any other Loan Document, nor constitute a waiver of any provision of the Bridge Loan Agreement or any other Loan Document.
SECTION 6. COSTS, EXPENSES
The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of subsection 9.5 of the Bridge Loan Agreement.
SECTION 7. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or in “pdf” or similar format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. GOVERNING LAW
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| CAPMARK FINANCIAL GROUP INC., | |||
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| By: | /s/ Gregory J. McManus | ||
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| Name: | Gregory J. McManus | |
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| Title: | Chief Financial Officer, | |
Acknowledged:
CITICORP NORTH AMERICA, INC., | |||
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By: | /s/ Trevor S. Houston |
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| Name: | Trevor S. Houston | |
| Title: | Managing Director | |
| Citibank N.A., | ||
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| By: | /s/ Trevor S. Houston | |
| Name: | Trevor S. Houston | |
| Title: | Managing Director | |
| Credit Suisse, Cayman Islands Branch, | ||
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| By: | /s/ Jay Chall | |
| Name: | Jay Chall | |
| Title: | Director | |
| By: | /s/ John D. Toronto | |
| Name: | John D. Toronto | |
| Title: | Director | |
| Deutsche Bank AG, New York, | ||
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| By: | /s/ Emile Van den Bol | |
| Name: | Emile Van den Bol | |
| Title: | Managing Director | |
| Deutsche Bank AG, New York, | ||
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| By: | /s/ R. Chris Jones | |
| Name: | R. Chris Jones | |
| Title: | Director | |
| Goldman Sachs Credit Partners L.P., | ||
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| By: | /s/ Caroline Benton | |
| Name: | Caroline Benton | |
| Title: | Authorized Signatory | |
| JPMorgan Chase Bank, | ||
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| By: | /s/ John J. Coffey | |
| Name: | John J. Coffey | |
| Title: | Managing Director | |
| The Royal Bank of Scotland plc, | ||
| as a Majority Lender and an Extending | ||
| Lender | ||
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| By: | /s/ Michael T. Fabiano | |
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| Name: | Michael T. Fabiano |
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| Title: | Senior Vice President |
| Longacre Master Fund, Ltd., | ||
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| By: | /s/ Steven Weissman | |
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| Name: | Steven Weissman |
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| Title: | Director |
| Longacre Capital Partners (QP), L.P., | ||
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| By: | /s/ Steven Weissman | |
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| Name: | Steven Weissman |
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| Title: | Manager of General Partner |
Annex A to
Amendment No. 3 to the Bridge Loan Agreement
Form of Guarantor Consent
CONSENT
Reference is made to the Bridge Loan Agreement, dated as of March 23, 2006, as amended by Amendment No. 1 to the Bridge Loan Agreement, dated as of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement, dated as of June 30, 2008, and Amendment No. 3 to the Bridge Loan Agreement, dated as of March 23, 2009, among Capmark Financial Group Inc. (the “Company”), the financial institutions and other institutional lenders party thereto, Citicorp North America, Inc., as administrative agent for the Lenders and the other agents party thereto (such Bridge Loan Agreement, as so amended, the “Bridge Loan Agreement”).
Each of the undersigned confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment No. 3 to the Bridge Loan Agreement, each Loan Document to which such Person is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by Amendment No. 3 to the Bridge Loan Agreement (in each case, as defined therein).
| COMMERCIAL EQUITY INVESTMENTS, | |||
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| By: | /s/ Anne E. Kelly | ||
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| Name: | Anne E. Kelly | |
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| Title: | Treasurer | |
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| CAPMARK CAPITAL INC., | |||
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| By: | /s/ Gregory J. McManus | ||
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| Name: | Gregory J. McManus | |
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| Title: | President | |
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| NET LEASE ACQUISITION LLC, | |||
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| By: | /s/ Gregory J. McManus | ||
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| Name: | Gregory J. McManus | |
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| Title: | President | |
| CAPMARK FINANCE INC., | |||
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| By: | /s/ Gregory J. McManus | ||
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| Name: | Gregory J. McManus | |
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| Title: | Chief Financial Officer, | |
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| CAPMARK INVESTMENTS LP, | |||
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| By: | /s/ Barry S. Gersten | ||
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| Name: | Barry S. Gersten | |
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| Title: | President | |
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| MORTGAGE INVESTMENTS, LLC, | |||
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| By: | /s/ Peter A. Widmann | ||
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| Name: | Peter A. Widmann | |
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| Title: | President | |
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| SJM CAP, LLC, | |||
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| By: | /s/ Peter A. Widmann | ||
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| Name: | Peter A. Widmann | |
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| Title: | President | |
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| CRYSTAL BALL HOLDING OF BERMUDA | |||
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| By: | /s/ Peter A. Widmann | ||
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| Name: | Peter A. Widmann | |
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| Title: | President | |
Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 4 TO THE BRIDGE LOAN AGREEMENT
Dated as of March 24, 2009
AMENDMENT NO. 4 TO THE BRIDGE LOAN AGREEMENT (this “Amendment”) among Capmark Financial Group Inc., a Nevada corporation (the “Company”), the financial institutions and other institutional lenders party hereto, and Citicorp North America, Inc., as administrative agent (the “Agent”) for the Lenders.
RECITALS:
(1) The Company, the financial institutions and other institutional lenders party thereto (the “Lenders”), the Agent and the other agents party thereto have entered into that certain Bridge Loan Agreement dated as of March 23, 2006, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement dated as of June 30, 2008 and Amendment No. 3 to the Bridge Loan Agreement dated as of March 23, 2009 (as further amended, supplemented or otherwise modified, the “Bridge Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Bridge Loan Agreement.
(2) The Company has requested that the Lenders agree to extend the Maturity Date of the Loans under the Bridge Loan Agreement (any such Lender agreeing to so extend, an “Extending Lender”) as hereinafter set forth.
(3) Pursuant to subsection 9.1(a) of the Bridge Loan Agreement, the Majority Lenders may, or, with the written consent of the Majority Lenders, the Agent may, from time to time, enter into with the Company, written amendments, supplements or modifications to the Bridge Loan Agreement for the purpose of adding any provisions to the Bridge Loan Agreement or changing in any manner the rights of the Lenders or of the Company under the Bridge Loan Agreement.
(4) Pursuant to subsection 9.1(y)(i) of the Bridge Loan Agreement, no amendment to the Bridge Loan Agreement shall extend the scheduled date of any payment of any Loan without the consent of each Lender directly affected thereby.
(5) The Majority Lenders and the Extending Lenders have agreed, subject to the terms and conditions stated below, to amend the Bridge Loan Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO BRIDGE LOAN AGREEMENT
The Bridge Loan Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 of the Bridge Loan Agreement is hereby amended by inserting in alphabetical order a new definition to read as follows:
“Amendment No. 4”: Amendment No. 4 to the Agreement, dated as of March 24, 2009, among the Company, the Lenders party thereto and the Agent.
“Amendment No. 4 Effective Date”: the date of effectiveness of Amendment No. 4 in accordance with the terms thereof.
“Amendment No. 4 Extending Lender”: an “Extending Lender” (as defined in Amendment No. 4).
“Amendment No. 4 Non-Extending Lender”: any Lender on the Amendment No. 4 Effective Date that is not an Amendment No. 4 Extending Lender.
(b) The definition of “Maturity Date” set forth in Section 1.01 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Maturity Date” means (x) with respect to any Loans and Commitments held by Amendment No. 3 Non-Extending Lenders on the Amendment No. 3 Effective Date, March 23, 2009, (y) with respect to any Loans and Commitments held by Amendment No. 4 Non-Extending Lenders on the Amendment No. 4 Effective Date, March 24, 2009, and (z) with respect to any Loans and Commitments held by Amendment No. 4 Extending Lenders on the Amendment No. 4 Effective Date, April 9, 2009.
(c) The undersigned agree that the Bridge Loan Agreement is deemed to be amended to make any modifications to the applicable payment, pro rata and sharing provisions of the Bridge Loan Agreement needed in connection with effecting the changes to maturities effected hereby and to permit the Company in connection with Amendment No. 4 to repay the Loans in an aggregate principal amount not to exceed $2,404,000 (and accrued interest thereon) the maturities of which are not extended pursuant to Amendment No. 4 (and the Lenders in respect of such Loans shall be entitled to receive and retain such repayment and interest).
(d) �� Except as provided in Section 1(c), the Company agrees that until April 9, 2009 it shall not make, or cause to be made, any repayment in respect of the Loans.
(e) Until April 9, 2009, the Majority Lenders hereby waive any Event of Default arising directly from the Company’s failure to repay in full the principal amount of, and interest on, the Loans of any Amendment No. 4 Non-Extending Lenders on the Maturity Date for such Loans (such event being the “Non-Payment Event of Default”). Further, until April 9, 2009, the Majority Lenders hereby agree to forbear (and instruct the Agent to forbear) from exercising any right or remedy under the Bridge Loan Agreement as a result of the occurrence and continuance of an Event of Default arising from the Non-Payment Event of Default.
(f) From the date hereof until April 9, 2009, notwithstanding the provisions of Section 9.6 of the Bridge Loan Agreement, no Lender shall be permitted to (i) assign or otherwise transfer to one or more Assignees all or a portion of its rights or obligations under the Bridge Loan Agreement or (ii) sell participations to one or more Participants in all or a portion of its rights or obligations under the Bridge Loan Agreement, in each case pursuant to Section 9.6 of the Bridge Loan Agreement.
SECTION 2. CONDITIONS OF EFFECTIVENESS
This Amendment shall become effective as of the date first above written when, and only when, the following conditions have been satisfied:
(a) the Agent shall have received counterparts of this Amendment executed by the Company, the Majority Lenders, the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed this Amendment;
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(b) the Agent shall have received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Amendment, and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded;
(c) each Guarantor has executed and delivered a consent in the form of Annex A hereto;
(d) the Agent shall have received an amendment fee for the account of each Extending Lender that has executed and delivered a signature page to this Amendment in an amount equal to 0.25% of the aggregate principal amount of such Extending Lender’s Loans; and
(e) all other fees and expenses of the Agent and the Lenders (including (i) all reasonable fees and expenses of counsel to the Agent and (ii) all retainers for counsel to the Agent and advisor to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.
SECTION 3. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES
(a) The Company hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Bridge Loan Agreement (to the extent relating to the Company) are true and correct in all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date.
SECTION 4. AFFIRMATION OF THE COMPANY
The Company hereby consents to the amendments to the Bridge Loan Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of the Company contained in the Bridge Loan Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects.
SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS
(a) On and after the effectiveness of this Amendment, each reference in the Bridge Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Bridge Loan Agreement and each reference in the Notes and each of the other Loan Documents to “the Bridge Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Bridge Loan Agreement shall mean and be a reference to the Bridge Loan Agreement as amended by this Amendment.
(b) The Bridge Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Bridge Loan Agreement or any other Loan Document, nor constitute a waiver of any provision
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of the Bridge Loan Agreement or any other Loan Document.
SECTION 6. COSTS, EXPENSES
The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of subsection 9.5 of the Bridge Loan Agreement.
SECTION 7. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or in “pdf” or similar format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. GOVERNING LAW
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| CAPMARK FINANCIAL GROUP INC., | |||
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| By: | /s/ Gregory J. McManus | ||
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| Name: | Gregory J. McManus | |
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| Title: | Chief Financial Officer, | |
Acknowledged: |
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CITICORP NORTH AMERICA, INC., |
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By: | /s/ Trevor S. Houston |
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| Name: | Trevor S. Houston |
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| Title: | Managing Director |
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| Citibank N.A., | ||
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| By: | /s/ Trevor S. Houston | |
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| Name: | Trevor S. Houston |
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| Title: | Managing Director |
| Credit Suisse, Cayman Islands Branch, | ||
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| By: | /s/ Jay Chall | |
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| Name: | Jay Chall |
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| Title: | Director |
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| By: | /s/ Mikail Faybusovich | |
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| Name: | Mikail Faybusovich |
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| Title: | Vice President |
| Deutsche Bank AG, New York, | ||
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| By: | /s/ Emile Van den Bol | |
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| Name: | Emile Van den Bol |
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| Title: | Managing Director |
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| Deutsche Bank AG, New York, | ||
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| By: | /s/ R. Chris Jones | |
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| Name: | R. Chris Jones |
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| Title: | Director |
| Goldman Sachs Credit Partners L.P., | ||
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| By: | /s/ Caroline Benton | |
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| Name: | Caroline Benton |
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| Title: | Authorized Signatory |
| JPMorgan Chase Bank, | ||
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| By: | /s/ John J. Coffey | |
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| Name: | John J. Coffey |
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| Title: | Managing Director |
| The Royal Bank of Scotland plc, | ||
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| By: | /s/ Michael T. Fabiano | |
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| Name: | Michael T. Fabiano |
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| Title: | Senior Vice President |
Annex A to
Amendment No. 4 to the Bridge Loan Agreement
Form of Guarantor Consent
CONSENT
Reference is made to the Bridge Loan Agreement, dated as of March 23, 2006, as amended by Amendment No. 1 to the Bridge Loan Agreement, dated as of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement, dated as of June 30, 2008, Amendment No. 3 to the Bridge Loan Agreement, dated as of March 23, 2009, and Amendment No. 4 to the Bridge Loan Agreement, dated as of March 24, 2009, among Capmark Financial Group Inc. (the “Company”), the financial institutions and other institutional lenders party thereto, Citicorp North America, Inc., as administrative agent for the Lenders and the other agents party thereto (such Bridge Loan Agreement, as so amended, the “Bridge Loan Agreement”).
Each of the undersigned confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment No. 4 to the Bridge Loan Agreement, each Loan Document to which such Person is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by Amendment No. 4 to the Bridge Loan Agreement (in each case, as defined therein).
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| COMMERCIAL EQUITY INVESTMENTS, INC., | ||
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| By: | /s/ Anne E. Kelly | |
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| Name: | Anne E. Kelly |
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| Title: | Treasurer |
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| CAPMARK CAPITAL INC., | ||
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| By: | /s/ Gregory J. McManus | |
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| Name: | Gregory J. McManus |
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| Title: | President |
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| NET LEASE ACQUISITION LLC, | ||
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| By: | /s/ Gregory J. McManus | |
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| Name: | Gregory J. McManus |
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| Title: | President |
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| CAPMARK FINANCE INC., | ||
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| By: | /s/ Gregory J. McManus | |
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| Name: | Gregory J. McManus |
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| Title: | Chief Financial Officer, |
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| CAPMARK INVESTMENTS LP, | ||
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| By: | /s/ Barry S. Gersten | |
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| Name: | Barry S. Gersten |
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| Title: | President |
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| MORTGAGE INVESTMENTS, LLC, | ||
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| By: | /s/ Peter A. Widmann | |
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| Name: | Peter A. Widmann |
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| Title: | President |
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| SJM CAP, LLC, | ||
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| By: | /s/ Peter A. Widmann | |
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| Name: | Peter A. Widmann |
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| Title: | President |
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| CRYSTAL BALL HOLDING OF BERMUDA | ||
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| By: | /s/ Peter A. Widmann | |
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| Name: | Peter A. Widmann |
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| Title: | President |
Exhibit 99.1
Capmark Financial Group Inc. Extends Bridge Loan Maturity
(Horsham, PA) – March 24, 2009 – Capmark Financial Group Inc. (“Capmark”) announced that in connection with its previously reported discussions with the lenders under its senior credit facility and bridge loan agreement regarding possible modifications of those agreements, Capmark has agreed with certain of the lenders under its $833 million bridge loan agreement to extend the March 23, 2009 maturity date of more than 90% of the aggregate principal amount of the bridge loan until March 24, 2009. Capmark repaid less than $10 million of the bridge loan and is in continuing discussions regarding a maturity extension with the holder of the remaining $48 million principal amount. If Capmark is unable to reach agreement to extend the maturity of any part of the bridge loan beyond its scheduled maturity date, such amount will be due and payable and the failure to pay such amount at maturity may be declared an event of default by the lenders under the bridge loan agreement.
Capmark continues to be in active discussions with its lenders under the bridge loan agreement regarding an additional short-term extension of the maturity date of the bridge loans under that agreement. Any such further extension would permit Capmark to continue its ongoing discussions with its lenders regarding possible further modifications to its senior credit facility and its bridge loan agreement.
There is no assurance that Capmark will be able to reach any further extension of the bridge loan maturity date or any other future agreements with its lenders regarding modifications to its bridge loan or senior credit facility or any other matters.
About Capmark®:
Capmark is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia.
Media Contact: |
| Investor Relations Contact: |
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Joyce Patterson |
| Bob Sullivan |
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215-328-3842 |
| 215-328-1329 |
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Joyce.Patterson@capmark.com |
| Investor.relations@capmark.com |
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. These risks and uncertainties include, among others, the ability of Capmark to obtain modifications under its debt agreements, adverse changes in debt and capital markets conditions, which may adversely impact Capmark’s access to capital on acceptable terms or the value or salability of our real estate related investments; interest rate and credit spread fluctuations; adverse changes in commercial real estate markets; changes in general economic and business conditions, which will, among other things, affect the amount Capmark may earn on products and services and the availability and credit worthiness of its customers; changes in applicable laws and regulations; risks posed by competition; currency risks and other risks associated with international markets.
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 the Capmark’s expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.
Exhibit 99.2
Capmark Financial Group Inc. Further Extends Bridge Loan Maturity
(Horsham, PA) – March 24, 2009 – Capmark Financial Group Inc. (“Capmark”) today announced that it has agreed with the holders of approximately 94% of the outstanding principal balance under its bridge loan agreement to further extend the maturity date of the bridge loan until April 9, 2009. Capmark paid the lenders a fee in connection with the extension of 0.25% of the extended amount. One holder of $48 million principal amount of the bridge loan has not agreed to an extension and has demanded payment of all amounts due to such holder.
Capmark continues to be in active discussions with its lenders regarding possible further modifications to its senior credit facility and its bridge loan agreement. There is no assurance that Capmark will be able to reach an agreement with its lenders regarding further modifications to its bridge loan or senior credit facility.
About Capmark®:
Capmark is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia.
Media Contact: |
| Investor Relations Contact: |
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Joyce Patterson |
| Bob Sullivan |
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215-328-3842 |
| 215-328-1329 |
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Joyce.Patterson@capmark.com |
| Investor.relations@capmark.com |
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. These risks and uncertainties include, among others, the ability of Capmark to obtain modifications under its debt agreements, adverse changes in debt and capital markets conditions, which may adversely impact Capmark’s access to capital on acceptable terms or the value or salability of our real estate related investments; interest rate and credit spread fluctuations; adverse changes in commercial real estate markets; changes in general economic and business conditions, which will, among other things, affect the amount Capmark may earn on products and services and the availability and credit worthiness of its customers; changes in applicable laws and regulations; risks posed by competition; currency risks and other risks associated with international markets.
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 the Capmark’s expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.