Capmark Financial Group Inc. Adopts Interim Bylaw Amendment
(Horsham, Pa.) – Capmark Financial Group Inc. (the “Company”) today announced that the Company’s Board of Directors has approved an interim amendment to the Company’s Bylaws in an effort to diminish the risk that the Company’s use of its net operating losses would become subject to limitations by reason of the Company experiencing an “ownership change” under Section 382 of the Internal Revenue Code. The amendment was effective as of January 31, 2014, the date on which it was adopted by the Board.
In general, under the terms of the new bylaw provisions, any purported transfer, beneficially or of record, of the Company’s common stock is prohibited, and void ab initio, if the transferor is a stockholder, or a member of a group of stockholders, that owns 4.8% or more of the outstanding common stock (a “Substantial Stockholder”), or that results in a stockholder, or group of stockholders, that was not a Substantial Stockholder becoming a Substantial Stockholder, or that increases the ownership percentage of a Substantial Stockholder, and the Company can compel the transferring stockholder to undo the effects of the purported transfer. Notwithstanding these provisions, a transfer that would otherwise be prohibited will be permitted with the prior written approval of the Company’s Board.
This bylaw amendment is an interim measure. The Company will seek the written consent of the holders of a majority of the Company’s outstanding shares to approve an amendment to the Company’s Articles of Incorporation that would incorporate these same provisions into the Articles. The Company will also seek an amendment to allow the Board to implement a stockholder rights plan to protect the Company’s tax attributes, provided that stockholders may terminate the rights plan by majority vote. The new bylaw provisions will therefore expire on the earlier of the date that the proposed transfer restriction amendment to the Articles is approved by stockholders and becomes effective and the date of the 2014 annual meeting of stockholders.
The full text of the new bylaw provisions has been posted to the Company’s website.
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.Such forward-looking statements are made only as of the date of this release. There can be no assurances that the Company will achieve expected results, and actual results may be materially less than expectations. The Company 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 Company’s expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.
Capmark is a real estate finance company focused on the management of its commercial real estate related assets and businesses with a view to maximizing their value. Capmark is headquartered in Horsham, Pennsylvania and operates principally in North America. For more information, visitwww.capmark.com.
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