Citigroup and Aozora Bank in Proposed $14 Billion Investment in GMAC

April 2, 2006

Cleary Gottlieb is representing Citigroup Inc. and Aozora Bank Ltd. in connection with their proposed equity investments in General Motors Acceptance Corporation. General Motors Corporation has agreed to sell a 51% controlling interest in GMAC to a consortium of investors led by Cerberus Capital Management, L.P., a private investment firm, and including Citigroup and Aozora. GM expects to receive approximately $14 billion in cash from this transaction over 3 years, including distributions from GMAC, and an estimated $10 billion by the closing of the transaction.

As part of the transaction, GM and GMAC will enter into several 10-year agreements under which GMAC will continue to support GM’s automotive operations and provide GM and its dealers and customers with financial products and services. Under the purchase agreement, GM will have an option to reacquire GMAC’s global automotive finance operations, subject to certain conditions, including GM receiving an investment-grade rating. This option is exercisable for 10 years after the closing of the transaction. Citigroup, in addition to its equity investment, acted as exclusive financial advisor to Cerberus and is arranging two syndicated asset-based funding facilities that total $25 billion as part of the transaction to support GMAC’s ongoing business and to enhance GMAC’s liquidity position.

The transaction is subject to a number of U.S. and international regulatory and other approvals and is expected to close in the fourth quarter of this year.