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
April
30, 2009
(Date of
report; date of
earliest
event reported)
Commission file number:
1-3754
GMAC
LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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38-0572512
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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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
1.01
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Entry
into a Material Definitive
Agreement.
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On April
30, 2009, as part of Chrysler LLC’s (“Chrysler”) proposed industrial alliance
with Fiat S.p.A. and efforts to effect a restructuring with the support of the
U.S. Department of the Treasury (the “Treasury”), GMAC LLC (“GMAC”) entered into
a Master Auto Finance Agreement Term Sheet with Chrysler (the “Term Sheet”),
pursuant to which GMAC will provide certain retail and wholesale financing for
the Chrysler dealer network.
The
financial services to be rendered by GMAC will be offered for all brands
distributed through the Chrysler dealer network in the United States, Canada,
and Mexico, along with other international markets upon the mutual agreement of
the parties. GMAC will provide dealer financing and services
and retail financing to Chrysler dealers and customers, as GMAC deems
appropriate according to its credit policies and in its sole
discretion. Chrysler is obligated to provide GMAC with certain
exclusivity privileges, including the use of GMAC for designated minimum
threshold percentages of certain of Chrysler’s retail financing subvention
programs. The agreement will extend for a period of four years, with
automatic one-year renewals unless either GMAC or Chrysler provides sufficient
notice of non-renewal.
Under the
Term Sheet, GMAC has agreed to use commercially reasonable efforts to offer
standard retail financing and to put in place new interim dealer funding for new
and used inventory as promptly as practicable (with a target completion date of
May 15, 2009) and to conduct dealer credit assessments of each Chrysler dealer
within 180 days. All decisions to establish credit lines or to
provide other products and services with a dealer will be at GMAC’s sole
discretion. GMAC has also agreed to work with Chrysler to develop
other dedicated or customized services as the parties may agree from time to
time.
Chrysler
has agreed to provide GMAC with certain protections designed to minimize GMAC’s
risk of loss due to, among other things, the effects of a bankruptcy filing and
reorganization by Chrysler. GMAC is entitled to take certain actions
to ensure that its gross unsecured exposure to Chrysler remains below designated
levels, and Chrysler is obligated to provide GMAC with cash collateral in the
amount of GMAC’s current good-faith estimate of unsecured exposure to Chrysler
as a result of subvention programs over a rolling two-week
period. GMAC and Chrysler have agreed to negotiate in good faith to
appropriately adjust such protections following the successful stabilization of
Chrysler’s automobile manufacturing business, and in any event on an annual
basis.
GMAC may
terminate the Term Sheet on and after May 16, 2009 if, among other things, (i)
the bankruptcy court administering the cases of Chrysler and its
subsidiaries has not approved, among other things, the Term Sheet, (ii) GMAC
shall not have obtained certain regulatory approvals as previously discussed
between Treasury and GMAC required to permit GMAC to perform its obligations
under the Term Sheet, or (iii) Treasury shall not have (a) provided GMAC with an
amount and form of equity capital consistent with prior discussions between
Treasury and GMAC and (b) entered into a binding agreement with GMAC with
respect to the GMAC Dealer Transition Financing Support Program providing for
reimbursement by the U.S. government of certain losses incurred by GMAC, GMAC
Bank or any other GMAC subsidiary in connection with the Term Sheet in an amount
and on terms previously discussed with and mutually agreed by Treasury and
GMAC.
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Item
2.02
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Results
of Operations and Financial
Condition.
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On May 5,
2009, GMAC issued a press release announcing preliminary operating results for
the first quarter ended March 31, 2009. The press release is attached hereto and
incorporated by reference as Exhibit 99.1. Charts furnished to
securities analysts are attached hereto and incorporated by reference as
Exhibit 99.2.
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Item
9.01
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Financial
Statements and Exhibits
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99.1
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Press
Release, Dated May 5, 2009
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99.2
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Charts
Furnished to Securities Analysts
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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.
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GMAC LLC
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(Registrant)
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Dated: May 5,
2009
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/S/ David J.
DeBrunner
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David
J. DeBrunner
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Vice
President, Chief Accounting Officer
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and
Controller
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EXHIBIT
INDEX
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99.1
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Press
Release, Dated May 5, 2009
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99.2
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Charts
Furnished to Securities Analysts
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