GMAC Receives Significant Participation and Extends Early Delivery Time of its Notes Exchange Offers
NEW YORK .- GMAC Financial Services (“GMAC”) today announced that it has received significant additional participation in its separate private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ (the “GMAC offers”) and Residential Capital, LLC’s (the “ResCap offers”) outstanding notes (the “GMAC old notes” and the “ResCap old notes”, respectively) and that it is extending the early delivery time of the GMAC and ResCap offers in response to requests received from investors and their securities custodians.
The new early delivery time will be 5:00 p.m., New York City time, on Friday, December 19, 2008. All eligible holders of old notes that tender before the early delivery time, as extended, will receive the early delivery payment.
As previously announced, GMAC and representatives of a substantial portion of the outstanding notes reached an agreement in principle with respect to the offers on Friday, December 12. While the agreement in principle and the interim results of the offers represent substantial progress, significant additional participation will be necessary to attain the estimated overall participation that would be required to satisfy the condition for a minimum amount of regulatory capital in connection with GMAC’s application to become a bank holding company. The Federal Reserve has informed GMAC that if GMAC is unable to meet these capital requirements, it will not approve GMAC’s application to become a bank holding company.
GMAC has been informed by numerous securities custodians that additional instructions to tender old notes into the offers remain in the process of being submitted. Based on old notes received and processed as of today’s early payment deadline, approximately $16.6 billion in aggregate principal amount (or 58%) of the outstanding GMAC old notes have been validly tendered in the GMAC offers and approximately $3.5 billion in aggregate principal amount (or 37%) of the outstanding ResCap old notes have been validly tendered in the ResCap offers.
Each of the GMAC and ResCap offers will expire at 11:59 p.m., New York City time, on December 26, 2008, unless extended by GMAC with respect to any or all series of GMAC old notes or ResCap old notes. In accordance with the terms of the GMAC and ResCap offers, tendered GMAC and ResCap old notes may no longer be withdrawn.
The GMAC offers are conditioned upon, among other things, GMAC becoming a bank holding company under the BHC Act concurrently with the completion of the GMAC offers (which condition is for the benefit of holders and cannot be waived by GMAC). The ResCap offers are conditioned upon, among other things, the completion of the GMAC offers. Except as expressly described above, the terms and conditions of the GMAC and ResCap offers remain in effect.
The GMAC offers are being made only (i) in the United States, to persons who are both “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act (“QIBs”) and “qualified purchasers” (as defined in the GMAC offering memorandum) or (ii) outside the United States, to persons who are not “U.S. persons,” as that term is defined in Rule 902 under the Securities Act and who are also both “non-U.S. qualified offerees” and “qualified purchasers” (each as defined in the GMAC offering memorandum). The ResCap offers are being made only to (i) in the United States, QIBs, or (ii) outside the United States, persons who are not “U.S. persons,” and who are “non-U.S. qualified offerees.”
The complete terms and conditions of the GMAC and ResCap offers are set forth in the respective offering memoranda and other documents relating to the GMAC and the ResCap offers (as each may be supplemented from time to time) which have been distributed to eligible holders, and eligible holders are strongly encouraged to read such documents carefully prior to making a decision with respect to the GMAC and ResCap offers.
Global Bondholder Services Corporation, the information agent for the offers, is available to assist investors with questions regarding the tender and exchange process or other logistical issues, at (866) 794-2200 (U.S. Toll-free). Documents relating to the offers will only be distributed to holders of the old notes who complete and return a letter of eligibility confirming that they are within the category of eligible investors for this private offer. Noteholders who desire to obtain a copy of the eligibility letter should also contact Global Bondholder Services Corporation.
This news content was configured by WebWire editorial staff. Linking is permitted.
News Release Distribution and Press Release Distribution Services Provided by WebWire.