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): May 29, 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
Noncontrolling Interests
Capmark Financial Group Inc. (the “Company”) adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51,” or “SFAS No. 160,” on January 1, 2009. For consolidated subsidiaries that are less than wholly-owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The portion of net income or loss attributable to noncontrolling interests for such subsidiaries is presented as net (income) loss attributable to noncontrolling interests in the consolidated statement of operations, and the portion of total equity of such subsidiaries is presented as noncontrolling interests in the consolidated balance sheet. SFAS No. 160 impacted the presentation and disclosure of noncontrolling interests in the Company’s consolidated financial statements. As a result of the retrospective presentation and disclosure requirements of SFAS No. 160, the Company will reflect the change in presentation and disclosure for all periods presented in future periodic reports.
The effect on the consolidated balance sheet as of December 31, 2008 and 2007 related to the adoption of SFAS No. 160 is summarized below (in thousands):
| | December 31,
2008 | | December 31,
2007 | |
Total stockholders’ equity, as previously reported | | $ | 1,146,034 | | $ | 2,506,633 | |
Impact of adopting SFAS No. 160 | | 186,400 | | 330,196 | |
Total equity, as adjusted | | $ | 1,332,434 | | $ | 2,836,829 | |
In addition, the adoption of SFAS No. 160 had the effect of reclassifying the net income or loss attributable to noncontrolling interests in the consolidated statement of operations. SFAS No. 160 requires that net income (loss) be adjusted to include the net income or loss attributable to noncontrolling interests, and new separate captions for net (income) loss attributable to noncontrolling interests and net income (loss) attributable to Capmark Financial Group Inc. be presented in the consolidated statement of operations.
The effect on the consolidated statement of operations for the years ended December 31, 2008 and 2007, the period from March 23, 2006 to December 31, 2006, and the period from January 1, 2006 to March 22, 2006 is presented below (in thousands):
| | | | | | | | Predecessor | |
| | Successor | | Period from | |
| | Year ended | | Year ended | | Period from | | January 1, | |
| | December 31, | | December 31, | | March 23, 2006 to | | 2006 to | |
| | 2008 | | 2007 | | December 31, 2006 | | March 22, 2006 | |
Net (loss) income, as previously reported | | $ | (1,352,769 | ) | $ | 280,324 | | $ | 144,144 | | $ | 12,447 | |
Impact of adopting SFAS No. 160 | | (110,480 | ) | (124,331 | ) | (53,308 | ) | (12,264 | ) |
Net (loss) income, as adjusted | | (1,463,249 | ) | 155,993 | | 90,836 | | 183 | |
Plus: Net loss attributable to noncontrolling interests | | 110,480 | | 124,331 | | 53,308 | | 12,264 | |
Net (loss) income attributable to Capmark Financial Group Inc. | | $ | (1,352,769 | ) | $ | 280,324 | | $ | 144,144 | | $ | 12,447 | |
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: May 29, 2009 | Name: | Thomas L. Fairfield |
| Title: | Executive Vice President, Secretary and General Counsel |
3
