Capmark Financial Group Inc. Announces Closing of Bluestem Acquisition

HORSHAM, Pa.--()--Capmark Financial Group Inc. (the “Company”) today announced that it has closed its previously announced acquisition of Bluestem Brands, Inc. (“Bluestem”), a multi-brand, online retailer of name-brand and private label general merchandise serving low-to-middle income consumers nationwide, operating through its Fingerhut, Gettington.com and PayCheck Direct brands.

“We are pleased to announce the consummation of the Bluestem transaction and look forward to working with the Bluestem team to enhance value for our shareholders.”

The Company paid $565 million in cash to acquire Bluestem, subject to various post-closing adjustments. The price was funded from approximately $136 million of cash on hand, $136 million of proceeds from the exercise of common stock purchase warrants by affiliates of Centerbridge Partners, L.P. (“Centerbridge”) and a $300 million term debt facility issued by Bluestem and led by Credit Suisse, Jefferies Finance LLC and KeyBank National Association. Certain members of Bluestem’s management also provided capital for the transaction through the purchase of the Company’s common stock. In addition, Bluestem closed an amendment and restatement of its $80 million asset based lending facility with U.S. Bank National Association.

With the closing of the acquisition, Mr. Steve Nave has become the Company’s Chief Executive Officer and has joined its Board of Directors (the “Board”). Mr. Gene Davis remains the Company’s Executive Chairman of the Board, and the Board has been expanded to permit twelve directors. Pursuant to its rights as holder of the preferred stock, Centerbridge intends to elect Mr. Jason Mozingo and two additional directors to the Company’s Board. Mr. Mozingo is a Senior Managing Director at Centerbridge Partners, L.P. focusing on investments in the Retail and Consumer sectors. He also serves on the Boards of Directors of CraftWorks Restaurants & Breweries, Inc., P.F. Chang’s China Bistro, Billabong and GTH, LLC. Mr. John Poelker, a director of the Company and President and Chief Executive Officer of CertusBank, has resigned from the Board effective immediately after the closing.

Commenting on the acquisition on behalf of the Company, Mr. Davis said, “We are pleased to announce the consummation of the Bluestem transaction and look forward to working with the Bluestem team to enhance value for our shareholders.”

As previously announced, the Company will be hosting an in-person investor meeting to discuss the Bluestem business in New York, NY on November 11, 2014 from 2:00 p.m. to 4:00 p.m. (EST). Pre-registration is required to attend the investor meeting in person and space is limited. To register and obtain more information about the meeting, contact investor.relations@capmark.com on or prior to Monday, November 10th at 5:00 p.m. (EST). For those that are not able to attend in person, the meeting, as well as any presentation, may also be accessed live from the Investor Relations section of the Company’s website at http://www.capmark.com.

The Company was advised by its financial adviser Houlihan Lokey Capital Inc. and by its counsel Kramer Levin Naftalis & Frankel LLP. Bluestem was advised by its financial advisor Lazard Middle Market and by its counsels Skadden Arps Slate Meagher & Flom LLP and Faegre Baker Daniels LLP. Centerbridge and the Company were also being advised by their counsel Weil Gotshal & Manges LLP and their financial adviser Jefferies.

About Capmark®

Capmark is focused on managing its existing assets and business and potentially acquiring one or more businesses with a view to maximizing shareholder value. Capmark is headquartered in Horsham, Pennsylvania and operates principally in North America. For additional information visit Capmark’s website at www.capmark.com.

About Bluestem

Bluestem Brands, Inc. is a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise serving low-to-middle income consumers nationwide. The company operates Fingerhut, Gettington.com and PayCheck Direct brands. Complementing each brand is a large selection of merchandise with a variety of payment options to provide customers with the flexibility of paying over time. Bluestem Brands, Inc. is headquartered in Eden Prairie, Minnesota. For more information, visit Bluestem’s website at www.bluestembrands.com.

Contacts

ICR
Denise Garcia, 215-328-1555