UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2129, 2009

CAPMARK FINANCIAL GROUP INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada	333-146211	91-1902188
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

116 Welsh Road Horsham, Pennsylvania		19044
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 328-4622

Not applicable.
(Former names or former address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

OnNoncontrolling May 21, 2009, Capmark Financial Group Inc. (the “Company”) entered into Amendment No. 8 and Waiver to the Bridge Loan Agreement (“Bridge Loan Amendment 8”), among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent. Bridge Loan Amendment 8 amends the Bridge Loan Agreement, dated as of March 23, 2006, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement dated as of June 30, 2008, Amendment No. 3 to the Bridge Loan Agreement dated March 23, 2009, Amendment No. 4 to the Bridge Loan Agreement dated March 24, 2009, Amendment No. 5 to the Bridge Loan Agreement dated April 9, 2009, Amendment No. 6 and Waiver to the Bridge Loan Agreement dated April 20, 2009 and Amendment No. 7 and Waiver to the Bridge Loan Agreement dated May 8, 2009 (as amended, the “Bridge Loan Agreement”).Interests

~~Bridge~~Capmark ~~Loan~~Financial ~~Amendment~~Group Inc. 8(the “Company”) adopted Statement of Financial Accounting Standards No. 160, ~~further~~“Noncontrolling ~~extends~~Interests ~~the~~in ~~maturity~~Consolidated ~~date~~Financial Statements — an amendment of ~~the~~ARB ~~bridge~~No. 51,” ~~loan~~or to“SFAS ~~May~~No. 29160,” on January 1, 2009. ~~with~~For ~~respect~~consolidated tosubsidiaries that are less than wholly-owned, the ~~holders~~third-party holdings of ~~100%~~equity interests are referred to as noncontrolling interests. The portion of net income or loss attributable to noncontrolling interests for such subsidiaries is presented as net (income) loss attributable to noncontrolling interests in the ~~outstanding~~consolidated ~~principal~~statement of operations, and the portion of total equity of such subsidiaries is presented as noncontrolling interests in the consolidated balance ~~under~~sheet. SFAS No. 160 impacted the presentation and ~~Bridge~~disclosure ~~Loan~~of ~~Agreement~~noncontrolling (interests in the ~~“Extending~~Company’s ~~Lenders”)~~consolidated financial statements. As a result of the retrospective presentation and disclosure requirements of SFAS No. 160, the Company will reflect the change in presentation and disclosure for all periods presented in future periodic reports.

The ~~Extending~~effect ~~Lenders have also agreed to waive solely for the period beginning~~ on ~~May 21, 2009 through May 29, 2009 any event of default arising directly from~~ the ~~Company’s~~consolidated ~~failure~~balance tosheet ~~maintain,~~as ~~pursuant to Section 6.1~~ of ~~the Bridge Loan Agreement, the Total Consolidated Indebtedness to Total Capitalization at the last day of each of the fiscal quarters ended~~ December 31, 2008 and ~~March 31, 2009~~2007 atrelated ~~a ratio not greater than 0.87~~ to ~~1.0, in each case without giving effect to ARB51, FIN 46(R) or FAS 66 in each case in relation to~~ the ~~Company’s~~adoption ~~affordable tax credit syndication business (the “Bridge Loan Financial Covenant Non-Compliance Event~~ of ~~Default”)~~SFAS No. In160 ~~addition,~~is ~~the~~summarized ~~Company also agreed to negotiate in good faith with the lenders to finalize, no later than May 29, 2009, the amendments to the Credit Agreement (as defined~~ below) ~~and the Bridge Loan Agreement and the definitive documentation for the “facility” described~~ (in ~~the commitment letter dated on or about May 6, 2009.~~thousands):

The Majority Lenders also agreed to forbear (and to instruct the Agent to forbear) from exercising any right or remedy under the Bridge Loan Agreement as a result of the occurrence and continuance of any event of default arising from the Bridge Loan Financial Covenant Non-Compliance Event of Default.

	December 31, 2008		December 31, 2007
Total stockholders’ equity, as previously reported	$	1,146,034	$	2,506,633
Impact of adopting SFAS No. 160	186,400		330,196
Total equity, as adjusted	$	1,332,434	$	2,836,829

OnIn ~~May 21~~addition, ~~2009,~~ the adoption ~~Company~~of ~~entered~~SFAS ~~into Waiver~~ No. 3160 tohad the ~~Credit~~effect ~~Agreement (“Waiver No. 3”), dated as~~ of ~~March 23,~~reclassifying ~~2006, among~~ the ~~Company,~~net ~~certain~~income ~~subsidiaries~~or ofloss ~~the~~attributable ~~Company,~~to ~~the~~noncontrolling ~~financial~~interests ~~institutions~~in ~~and~~the ~~other~~consolidated ~~institutional~~statement ~~lenders~~of ~~party thereto, and Citibank N~~operations.~~A.,~~ asSFAS ~~administrative agent, as amended by Amendment~~ No. 1160 torequires ~~the~~that ~~Credit~~net ~~Agreement~~income ~~dated~~(loss) asbe ofadjusted ~~April 17, 2007, Amendment No. 2~~ to include the ~~Credit~~net ~~Agreement~~income ~~dated~~or asloss attributable ofto ~~June 30,~~noncontrolling ~~2008~~interests, ~~Waiver~~and tonew ~~the~~separate ~~Credit Agreement~~captions ~~dated~~for asnet of(income) loss ~~April 20,~~attributable ~~2009~~to ~~and~~noncontrolling ~~Waiver~~interests ~~No. 2~~and tonet ~~the~~income ~~Credit~~(loss) ~~Agreement~~attributable ~~dated~~to asCapmark ofFinancial ~~May 8,~~Group ~~2009~~Inc. ~~(as~~be ~~amended,~~presented in the ~~“Credit~~consolidated statement ~~Agreement”)~~of operations.

2The effect on the consolidated statement of operations for the years ended December 31, 2008 and 2007, the period from March 23, 2006 to December 31, 2006, and the period from January 1, 2006 to March 22, 2006 is presented below (in thousands):

Pursuant to Waiver No. 3, the required lenders under the Credit Agreement have agreed to waive any event of default arising directly from the Company’s failure to maintain, pursuant to Section 6.1 of the Credit Agreement, the Total Consolidated Indebtedness to Total Capitalization at the last day of each of the fiscal quarters ended December 31, 2008 and March 31, 2009 at a ratio not greater than 0.87 to 1.0, in each case without giving effect to ARB51, FIN 46(R) or FAS 66 in each case in relation to the Company’s affordable tax credit syndication business (the “Credit Agreement Financial Covenant Non-Compliance Event of Default”). Waiver No. 3 is effective through May 29, 2009. Waiver No. 3 also provides that the Company will negotiate in good faith with the lenders to finalize, no later than May 29, 2009, the amendments to the Credit Agreement and to the Bridge Loan Agreement and the definitive documentation for the “facility” described in the commitment letter dated on or about May 6, 2009.

										Predecessor
	Successor									Period from
	Year ended			Year ended			Period from			January 1,
	December 31,			December 31,			March 23, 2006 to			2006 to
	2008			2007			December 31, 2006			March 22, 2006
Net (loss) income, as previously reported	$	(1,352,769	)	$	280,324		$	144,144		$	12,447
Impact of adopting SFAS No. 160	(110,480		)	(124,331		)	(53,308		)	(12,264		)
Net (loss) income, as adjusted	(1,463,249		)	155,993			90,836			183
Plus: Net loss attributable to noncontrolling interests	110,480			124,331			53,308			12,264
Net (loss) income attributable to Capmark Financial Group Inc.	$	(1,352,769	)	$	280,324		$	144,144		$	12,447

The required lenders also agreed to forbear (and to instruct the Agent to forbear) from exercising any right or remedy under the Credit Agreement as a result of any event of default arising from the Credit Agreement Financial Covenant Non-Compliance Event of Default.2

The foregoing descriptions of Bridge Loan Amendment 8 and Waiver No. 3 do not purport to be complete and are qualified in their entirety by reference to the full texts of Bridge Loan Amendment 8 and Waiver No. 3, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.SIGNATURES

~~Item~~Pursuant ~~8.01~~to ~~Other~~the requirements ~~Events~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

On May 21, 2009, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

	Capmark Financial Group Inc.

	/s/ Thomas L. Fairfield
Date: May 29, 2009	Name:	Thomas L. Fairfield
	Title:	Executive Vice President, Secretary and General Counsel

~~Item 9.01 Financial Statements and Exhibits.~~3

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 8 and Waiver to the Bridge Loan Agreement, dated as of May 21, 2009, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent.
10.2		Waiver No. 3 to the Credit Agreement, dated as of May 21, 2009, among the Company, certain subsidiaries of the Company, the financial institutions and other institutional lenders party thereto, and Citibank N.A., as administrative agent.
99.1		Press Release dated May 21, 2009.

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 thereunto duly authorized.

	Capmark Financial Group Inc.
	/s/ Thomas L. Fairfield
Date: May 28, 2009	Name:	Thomas L. Fairfield
	Title:	Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No. 8 and Waiver to the Bridge Loan Agreement, dated as of May 21, 2009, among the Company, the financial institutions and other institutional lenders party thereto, and Citicorp North America, Inc., as administrative agent.
10.2		Waiver No. 3 to the Credit Agreement, dated as of May 21, 2009, among the Company, certain subsidiaries of the Company, the financial institutions and other institutional lenders party thereto, and Citibank N.A., as administrative agent.
99.1		Press Release dated May 21, 2009.

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