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Affidavit of ResCap C.F.O.

Affidavit of ResCap C.F.O.

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Published by: DealBook on May 15, 2012
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02/16/2013

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ny-1011800
 
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK 
In re:RESIDENTIAL CAPITAL, LLC, et al.,Debtors.)))))))Case No. 12-Chapter 11Joint Administration Pending
AFFIDAVIT OF JAMES WHITLINGER, CHIEF FINANCIAL OFFICER OF RESIDENTIAL CAPITAL, LLC, IN SUPPORT OFCHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
I, James Whitlinger, being duly sworn, depose and say:1.
 
I am the Chief Financial Officer of Residential Capital, LLC (“ResCap”),a limited liability company organized under the laws of the state of Delaware and the parent of the other debtors and debtors in possession in the above-captioned Chapter 11 cases(collectively, the “Debtors”). I have held this position since May 2011. I joined ResCap in1992, and before becoming its Chief Financial Officer, I served in a number of positions,including Chief Accounting Officer for a significant subsidiary of ResCap, Senior Vice Presidentof mergers and acquisitions and Executive Director of Finance. I am also Chief FinancialOfficer for the Mortgage Operations of Ally Financial, Inc. (“AFI,” f/k/a GMAC Inc.),
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which isnot a debtor in these Chapter 11 cases. I am a director of ResCap and of GMAC Mortgage, LLC(“GMAC Mortgage”) and Residential Funding Company LLC (“RFC”), each of which is asubsidiary of ResCap and Debtors. In my role as Chief Financial Officer of ResCap, I amresponsible for financial oversight, analysis, controls, accounting, reporting and business
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AFI is the parent company of the intermediate non-debtor company that owns 100% of ResCap’s equity, GMACMortgage Group, LLC.
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ny-1011800
  planning for the mortgage-related operations of the Debtors and their non-Debtor subsidiaries, but not for Ally Bank and any Canadian mortgage-related operations. Board member I amauthorized to submit this Affidavit in support of the Debtors’ Chapter 11 petitions and the firstday pleadings described herein.
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 2.
 
In my capacity as Chief Financial Officer, I am familiar with the Debtors’day-to-day operations, financial condition, business affairs, and books and records. I submit thisAffidavit (the “Affidavit”) on the Debtors’ behalf in conjunction with their petitions and insupport of the various motions and applications for orders filed with the Courtcontemporaneously herewith (collectively, the “First Day Pleadings”). Except as otherwiseindicated, all statements in this Affidavit are based upon my personal knowledge; informationsupplied or verified by personnel in departments within the various business units of the Debtorsand/or AFI; my review of the Debtors’ books and records as well as other relevant documents;my discussions with other members of the Debtors’ management team; information supplied bythe Debtors’ consultants; or my opinion based upon experience, expertise, and knowledge of theDebtors’ operations, financial condition and history. In making my statements based on myreview of the Debtors’ books and records, relevant documents, and other information prepared or collected by the Debtors’ employees or consultants, I have relied upon these employees andconsultants accurately recording, preparing, collecting, or verifying any such documentation andother information. If I were called to testify as a witness in this matter, I would testifycompetently to the facts set forth herein.
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Unless otherwise defined, capitalized terms used herein have the meanings ascribed to them in the relevant FirstDay Pleadings (defined below).
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ny-1011800
 3.
 
Part I of this Affidavit provides an overview of the Debtors’ businessesand operations. Part II describes the Debtors’ assets and capital structure. Part III of theAffidavit describes the developments that led to the Debtors’ filing for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). Finally, Part IV sets forth therelevant facts in support of the First Day Pleadings.
I.
 
THE DEBTORS’ BUSINESSES AND OPERATIONSA.
 
The Chapter 11 Cases
4.
 
ResCap maintains its headquarters at its New York office located at 1177Avenue of the Americas, New York, New York 10036. The New York office has served as the primary office for the senior executives and core management team of the largest operatingDebtors – ResCap, Residential Funding Company LLC (“RFC”) and GMAC Mortgage, LLC.These core operating Debtors share certain management personnel and senior officers, includingtheir President, Steven Abreu. I serve as the CFO for each of these three operating Debtors,while Tom Marano serves as CEO of ResCap. In addition, the Board of Directors of ResCapholds its regular (and often special) meetings in New York City. Moreover, one of RFC’s largestunencumbered assets consists of a $250 million cash account maintained in New York City.5.
 
Contemporaneously with the filing of this Affidavit today (the “PetitionDate”), each of the Debtors has filed a voluntary petition commencing a case in this Court under Chapter 11 of the Bankruptcy Code. The Debtors will continue to operate their businesses andmanage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107(a)and 1108.
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As described under Part I, Section C of this Affidavit, ResCap and all but two of its domestic subsidiaries havefiled Chapter 11 petitions.
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