Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-149970, 333-149970-01 to 333-149970-08
CAPMARK FINANCIAL GROUP INC.
SUPPLEMENT NO. 23 TO
MARKET MAKING PROSPECTUS DATED
JULY 14, 2008
THE DATE OF THIS SUPPLEMENT IS APRIL 2, 2009
On March 31, 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 31, 2009
CAPMARK FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada | | 333-146211 | | 91-1902188 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | | |
116 Welsh Road Horsham, Pennsylvania | | 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 8.01 Other Events.
On March 31, 2009, Capmark Financial Group Inc. issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
99.1 | | Press Release dated March 31, 2009 |
2
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. |
| |
| /s/ Thomas L. Fairfield |
Date: March 31, 2009 | Name: | Thomas L. Fairfield |
| Title: | Executive Vice President, Secretary and General Counsel |
3
EXHIBIT INDEX
Exhibit No. | | Description |
99.1 | | Press Release dated March 31, 2009 |
4
Exhibit 99.1
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Capmark Financial Group Inc. Announces Extension for Filing of 2008 Form 10-K
(Horsham, PA) — March 31, 2009 — Capmark Financial Group Inc. (“Capmark”) today announced that it has filed a Form 12b-25 with the Securities and Exchange Commission to obtain a 15-calendar day extension of the deadline to file its Annual Report on Form 10-K for the year ended December 31, 2008 (“Form 10-K”).
As previously announced, Capmark is currently in negotiations with its lenders to obtain amendments to its bridge loan agreement and senior credit facility. The substantial time and resources dedicated to the negotiations by Capmark’s management and financial staff, as well as the uncertainty and range of potential outcomes of these negotiations, significantly impedes Capmark’s ability to timely file its Form 10-K without unreasonable effort or expense.
Capmark anticipates filing its Form 10-K on or prior to April 15, 2009. No assurance can be given that it will be able to do so.
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: |
| |
Joyce Patterson | Bob Sullivan |
| |
215-328-3842 | 215-328-1329 |
| |
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.