Capmark Financial Group Inc. Adopts Interim Bylaw Amendment

  Capmark Financial Group Inc. Adopts Interim Bylaw Amendment

Business Wire

HORSHAM, Pa. -- February 5, 2014

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.

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. 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.

About Capmark®:

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, visit www.capmark.com.

Contact:

Capmark Financial Group Inc.
Thomas L. Fairfield, 215-328-1555
Investor Relations
 
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