GMAC Sells Majority Stake in Commercial Holdings Unit

An investment group led by Kohlberg Kravis Roberts & Co., Five Mile Capital Partners LLC and Goldman Sachs Capital Partners completes the acquisition of a 78% stake in General Motors Acceptance Corp.’s GMAC Commercial Holding Corp. (GMACCH) business for more than $1.5 billion in cash.

GMAC is General Motors Corp.’s wholly owned financial services subsidiary.

At the closing of the deal, GMACCH, which is changing its name to Capmark Financial Group Inc., effective in second-quarter 2006, also repaid approximately $7.3 billion in inter-company loans to GMAC. The company’s net proceeds from the deal now total nearly $9 billion.

In addition, Capmark also closed with a group of banks on a $10.8 billion loan facility, aimed at providing the company with a solid near- and long-term debt-funding base, GMAC says.

“With investment-grade ratings from the three primary rating agencies and enhanced access to the capital markets, Capmark is poised to fully realize the opportunities that exist for each of its businesses,” Capmark CEO Robert D. Fuller says.

The investment group’s stake in Capmark now stands at about 75%, as about 4% of shares have been sold to Capmark’s management team.

GMAC retains a common equity stake of about 21% and says it will invest an additional $250 million in Capmark trust preferred stock.

The company also will hold two seats on Capmark’s 15-member board.

Former General Electric Capital Corp. Chairman and CEO Dennis Dammerman will serve as Capmark’s independent chairman and lead director of the board, GMAC says.

The deal does not affect the potential sale of a stake in GMAC, which remains on the block, GM says.