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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
August 14, 2006
(Date of report; date of
earliest event reported)
Commission file number: 1-3754
GMAC LLC
(Exact name of registrant as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices)
(Zip Code)
(313) 556-5000
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Effective August 14, 2006, GMAC finalized a $10 billion funding facility with
Citigroup. The press release follows.
DETROIT - GMAC today announced the signing of a three-year, $10 billion funding
facility with a subsidiary of Citigroup Inc.
This $10 billion funding facility is part of the commitment made by Citigroup in
conjunction with the sale of a 51 percent controlling interest in GMAC by
General Motors to a consortium led by Cerberus Capital Management L.P., which
includes Citigroup, Aozora Bank Ltd. and a subsidiary of The PNC Financial
Services Group, Inc.
"In advance of closing the equity transaction, we have created another
innovative funding source that provides additional operational flexibility. The
structure of this facility and the type of assets to be funded represent a
unique source of liquidity for GMAC and further affirms the quality of our
underwriting and servicing capability," said Sanjiv Khattri, GMAC chief
financial officer and executive vice president.
The facility involves U.S. auto finance assets originated and acquired by GMAC.
It will support GMAC's ongoing business and has flexibility to adjust with
GMAC's requirements. The facility is comprised of two parts that can be used in
any combination up to $10 billion:
o The first is a purchase commitment for up to $10 billion of rated
asset-backed securities. These securities can range in credit risk from
AAA to BB and can be backed by U.S. assets, including SmartLease and
dealer floor plan assets.
o The second component is a commitment to purchase up to $4 billion of
unrated notes backed by other U.S. assets not typically securitized by
GMAC in its other secured funding programs.
GMAC will continue to service the assets.
"We are particularly pleased about the $4 billion unrated tranche. This is a
first for us in the securitization space," added Khattri.
GMAC is a global, financial services, limited liability company that operates in
39 countries, in auto finance, residential mortgage, insurance and commercial
finance businesses. With more than $300 billion in assets, it generated
$2.5 billion in net income in 2005, on revenue of $19.2 billion. General Motors,
which currently owns all of the equity of GMAC, recently announced it will sell
a majority of its interest to a consortium of investors led by Cerberus Capital
Management.
The offering of the securities described in this press release will not be
registered under the Securities Act of 1933, as amended, and the securities may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. The information contained in this
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of any of the securities in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any state.
FORWARD-LOOKING LANGUAGE
In this press release and comments by GMAC LLC ("GMAC") management, the use of
the words "expect," "anticipate," "estimate," "forecast," "initiative,"
"objective," "plan," "goal," "project," "outlook," "priorities," "target,"
"intend," "evaluate," "pursue," "seek," "may," "would," "could," "should,"
"believe," "potential," "continue," "designed," "impact," or the negative of any
of those words or similar expressions is intended to identify forward-looking
statements. All statements herein and in related management comments, other than
statements of historical fact, including without limitation, statements about
future events and financial performance, are forward-looking statements that
involve certain risks and uncertainties.
While these statements represent our current judgment on what the future may
hold, and we believe these judgments are reasonable, these statements are not
guarantees of any events or financial results, and GMAC's actual results may
differ materially due to numerous important factors that are described in GMAC's
most recent report on SEC Form 10-K, which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among
others, the following: the ability of General Motors ("GM"), our parent, to
complete a transaction with a strategic investor regarding a controlling
interest in GMAC while maintaining a significant stake in GMAC, securing
separate credit ratings and low cost funding to sustain growth for GMAC and
Residential Capital Corporation ("ResCap") and maintaining the mutually
beneficial relationship between GMAC and GM; significant changes in the
competitive environment and the effect of competition in the corporation's
markets, including on the corporation's pricing policies; our ability to
maintain adequate financing sources; our ability to maintain an appropriate
level of debt; the profitability and financial condition of GM, including
changes in production or sales of GM vehicles, risks based on GM's contingent
benefit guarantees and the possibility of labor strikes or work stoppages at GM
or at key suppliers such as Delphi Corp.; funding obligations under GM and its
subsidiaries' qualified U.S. defined benefits pension plans; restrictions on
ResCap's ability to pay dividends and prepay subordinated debt obligations to
us; changes in the residual value of off-lease vehicles; changes in U.S.
government -sponsored mortgage programs or disruptions in the markets in which
our mortgage subsidiaries operate; changes in our contractual servicing rights;
costs and risks associated with litigation; changes in our accounting
assumptions that may require or that result from changes in the accounting rules
or their application, which could result in an impact on earnings; changes in
the credit ratings of GMAC or GM; the threat of natural calamities; changes in
economic conditions, currency exchange rates or political stability in the
markets in which we operate; and changes in the existing or the adoption of new
laws, regulations, policies or other activities of governments, agencies and
similar organizations.
Investors are cautioned not to place undue reliance on forward-looking
statements. GMAC undertakes no obligation to update publicly or otherwise revise
any forward-looking statements, whether as a result of new information, future
events or other such factors that affect the subject of these statements, except
where expressly required by law.
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 hereunto duly authorized.
GMAC LLC
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(Registrant)
Dated: August 14, 2006 /s/ SANJIV KHATTRI
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Sanjiv Khattri
Executive Vice President,
Chief Financial Officer and Director
Dated: August 14, 2006 /s/ LINDA K. ZUKAUCKAS
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Linda K. Zukauckas
Vice President and Corporate Controller