8-K

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

Date of Report (Date of earliest event reported): December 2, 2008 (November 20, 2008)

GMAC LLC

(Exact name of registrant as specified in its charter)

Delaware	1-3754	38-0572512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

     200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (313) 556-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨ 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))

Item 8.01 Other Events

Private Exchange Offers

     On December 2, 2008, GMAC LLC (“GMAC”) amended the terms of its private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ outstanding notes (the “GMAC offers”) and certain of Residential Capital, LLC’s (“ResCap”) outstanding notes (the “ResCap offers”). Such amendments included, among other things, to extend the withdrawal date and early delivery time to 5 p.m., New York City time, on December 5, 2008 and to amend the GMAC offers to be conditioned upon GMAC becoming a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), concurrently with the completion of the GMAC offers.

     The risk factors attached as Exhibit 99.1 hereto and the press release announcing the amendments discussed above attached as Exhibit 99.2 hereto are incorporated herein by reference.

ResCap Support Actions

     On November 20, 2008, GMAC entered into the following transactions intended to improve ResCap’s liquidity and support its capital structure (the following transactions were previously described but have since been finalized):

• GMAC entered into an agreement with GMAC Residential Funding of Canada, Limited (“RFOC”) to purchase the outstanding equity interests of certain Canadian subsidiaries of ResCap (the “ResMor Owners”) that own all of the outstanding equity interests of ResMor Trust Company (“ResMor”), a Canadian federally incorporated trust company and an indirect wholly owned subsidiary of ResCap. Simultaneously with, and as a condition to, the execution and delivery of the purchase agreement, RFOC, as borrower, entered into a Loan Agreement and a Pledge and Security Agreement with GMAC, as lender, in an amount equal to the purchase price of the outstanding equity interests of the ResMor Owners. The total purchase price for the ResMor acquisition and the amount of the loan was CDN$82 million. The purchase is expected to close in December 2008 and will include the cash and short-term deposits on ResMor’s balance sheet, which, as of October 31, 2008, totaled approximately CDN$358 million.
• GMAC, as lender agent and initial lender, entered into a loan agreement for a short-term, $430 million revolving credit facility (the “Facility”) with two indirect subsidiaries of ResCap, Passive Asset Transactions, LLC (“PATI”) and RFC Asset Holdings II, LLC (“RAHI”) and together with PATI, the (“Borrowers”), as borrowers, and Residential Funding Company, LLC (“RFC”), GMAC Mortgage, LLC (“GMAC Mortgage”) and ResCap as guarantors. The loan is secured by: (i) a pledge by RFC of its receivables under certain warehouse loans it has made to third-party lenders; (ii) a pledge by PATI of a secured note issued to it by Flume (No. 8) Limited, secured by mortgage as sets in the United Kingdom and (iii) the pledge by PATI of 100% of the equity of PATI A, LLC (“PATI A”) and the pledge by RAHI of 100% of the equity of RAHI A, LLC (“RAHI A”) in conjunction with the contribution to RAHI A and PATI A of preferred shares representing a residual interest in certain servicing advances held by an offshore special purpose vehicle and financed by a third party. The Borrowers may only make borrowings under the Facility if either (i) certain cash and cash equivalents of ResCap and its consolidated subsidiaries are less than $750 million or (ii) certain unrestricted and unencumbered balances in US Dollars and cash equivalents of ResCap and its consolidated subsidiaries (excluding GMAC Bank) are less than $250 million. The interest rate for borrowings under the Facility is equal to the rate appearing on Page 3750 of the Dow Jones “Markets” screen for the applicable interest period plus a margin of 3.50%. The Facility may be prepaid in whole or in part without premium or penalty and may be accelerated upon certain other events. The Facility will mature no later than December 31, 2008. On November 21, 2008, the Borrowers borrowed $115 million under the Facility.

     GMAC has also approved forgiveness of an amount of ResCap’s debt related to GMAC’s loan and security agreement (the “ResCap Secured MSR Facility”) entered into in April 2008 with RFC

and GMAC Mortgage, equal to the amount required for ResCap to maintain a consolidated tangible net worth of $300 million as of November 30, 2008 (the “November Debt Forgiveness”). The November Debt Forgiveness is intended to allow ResCap to remain in compliance with the financial covenants under its bilateral credit facilities (including its agreement with Fannie Mae) as of November 30, 2008, which require ResCap to maintain a monthly consolidated tangible net worth of no less than $250 million, among other requirements. For this purpose, consolidated tangible net worth is defined as ResCap’s consolidated equity, excluding intangible assets and equity in GMAC Bank to the extent included in ResCap’s consolidated balance sheet. This November Debt Forgiveness is capped at $683 million. Should the maximum approved forgiveness of $683 million ultimately be insufficient to allow ResCap to comply wi th the consolidated tangible net worth covenant as of November 30, 2008 (to be determined once ResCap's consolidated financial statements are closed for November 2008), GMAC does not currently intend that any forgiveness will take place as any additional forgiveness subsequent to November 30, 2008 would not remedy ResCap's noncompliance as of such date. The decrease in ResCap’s tangible net worth as of November 30, 2008 was a result of several factors, including, among other things, a deterioration in the value of certain of ResCap’s mortgage servicing rights primarily resulting from declining interest rates, continued high provisions for loan losses and low levels of other revenue. Such deterioration could continue or worsen.

     GMAC may, but is not obligated to, approve additional debt forgiveness or provide additonal liquidity or support to ResCap. However, GMAC does not currently intend to take further actions in support of ResCap if the offers are not completed, although it reserves the right to do so. Except as expressly set forth above, GMAC has not made, and is not making, any commitment to continue to fund ResCap or to forgive ResCap debt and GMAC is not subject to any contractual obligation to do so regardless of whether the offers are completed and may consider other factors when considering future funding of ResCap or forgiveness of ResCap debt.

Bank Holding Company Application

     In connection with GMAC’s application to become a bank holding company under the BHC Act, the Board of Governors of the Federal Reserve System (the "Federal Reserve") has informed GMAC that it will require GMAC to implement certain actions prior to becoming a bank holding company. These include (i) achieving a minimum amount of outstanding total regulatory capital of $30 billion (a significant portion of which will be obtained as a result of the GMAC offers, if successful), including approximately $2 billion of new capital from third parties or existing equity holders that will qualify as Tier 1 capital under the BHC Act and be acceptable to the Federal Reserve, (ii) modifying GMAC’s capital, shareholder and governance structure to be consistent with the regulatory requirements applicable to bank holding companies, (iii) obtaining all necessary banking regulatory approvals, (iv) mod ifying GMAC’s capital funding plan and (v) certain other actions in connection therewith. The required new capital may take the form of an investment in GMAC’s common stock, or preferred stock of GMAC or a GMAC subsidiary. Any such investment is expected to be on market terms that may be more or less favorable than the terms of the preferred stock or the subordinated notes to be issued in the GMAC offers.

     In connection with its bank holding company application, GMAC prepared and submitted to the Federal Reserve pro forma financial statements indicating a level of outstanding regulatory capital of less than $30 billion. After reviewing this information as well as detailed information regarding GMAC’s current financial condition and business plan, the Federal Reserve informed GMAC that GMAC would be required to achieve $30 billion of outstanding total regulatory capital as a condition to approving GMAC's bank holding company application.

     Although the Federal Reserve has informed GMAC that GMAC must satisfy the above conditions prior to becoming a bank holding company, the Federal Reserve or other regulators may require actions different from those described above, including that GMAC raise more or less capital, or require additional actions in connection with GMAC’s application. Certain of these potential actions could require GMAC to obtain the consent of third parties. There can be no assurance that GMAC will be successful in its efforts to complete the foregoing or any additional

required actions or that, regardless of whether such measures are successfully completed, GMAC’s application to become a bank holding company will be approved.

     In addition, GMAC continues to engage in discussions with the Federal Reserve regarding several aspects of its application to become a bank holding company, including, among other things, the nature and timing of the approximately $2 billion of new Tier 1 capital GMAC must generate. Among other possibilities, GMAC is exploring raising this new Tier 1 capital through a combination of (i) approximately $750 million of preferred equity to be issued to General Motors Corporation and FIM Holdings LLC in exchange for a contribution to GMAC of their full $750 million subordinated participations in the $3.5 billion senior secured credit facility that GMAC entered into with subsidiaries of ResCap in June 2008 and (ii) raising the remaining amount through the sale of common or preferred equity to certain financial institutions with current relationships with GMAC.

New Center Asset Trust

     On November 25, 2008, certain asset backed securities owned by New Center Asset Trust, a Delaware statutory trust and a wholly owned, but unconsolidated, subsidiary of GMAC (“NCAT”), were downgraded by Moody’s and S&P. As a result of such downgrades, under the terms of NCAT's liquidity facility documents, a cure period is provided during which GMAC, as administrator of NCAT, may work with Moody's and S&P to take steps to secure a ratings upgrade for the downgraded securities. If such upgrade is not achieved by December 24, 2008, although NCAT would continue to be able to issue commercial paper, it would be unable to use the proceeds of such issuances to purchase additional asset backed securities (or increase the principal amount of any revolving asset backed securities it currently owns), which would result in an orderly wind-down of NCAT’s operations absent the taking of any further action. GMAC is cu rrently in discussions with the liquidity banks to obtain an extension until January 23, 2009 of the date on which NCAT must begin its orderly wind-down process to provide for more time to reach a satisfactory resolution with Moody’s and S&P. Resolution with Moody’s and S&P may require GMAC to bolster the enhancement of the downgraded asset backed securities, either in the form of additional collateral or a use of funds or other solution as may be determined.

If NCAT is required to wind down its operations, a companion funding facility under which another wholly-owned, but unconsolidated, subsidiary of GMAC, Total Asset Collateralized Notes, LLC, a Delaware limited liability company (“TACN”), borrows funds from the same banks providing liquidity to NCAT to finance the purchase of assets similar to the assets owned by NCAT, would also be required to wind down its operations. If GMAC is able to reach a satisfactory arrangement with S&P and Moody’s with respect to NCAT’s downgraded asset backed securities, no wind down of TACN would occur.

Item 9.01 Financial Statements and Exhibits.

     (d)                   Exhibits.

Exhibit No.	Description of Exhibit
99.1	Risk Factors
99.2	Press release issued December 2, 2008.

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.

Date: December 2, 2008

GMAC LLC
By:	/s/ David J. DeBrunner
	David J. DeBrunner
	Vice President, Chief Accounting Officer and Controller

EXHIBIT INDEX 

Exhibit No.	Description of Exhibit
99.1	Risk Factors
99.2	Press release issued December 2, 2008.

EX-99.1

     Exhibit 99.1

Risk Factors

RISKS RELATED TO OUR BECOMING A BANK HOLDING COMPANY

Although the Board of Governors of the Federal Reserve System (the “Federal Reserve”) has informed GMAC LLC (“our”, “we,” “us,” or “GMAC”) what actions we are required to take to become a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), the Federal Reserve or other regulatory authorities may modify or impose additional requirements on us prior to approving our application to become a bank holding company under the BHC Act.

     In connection with our application to become a bank holding company under the BHC Act, the Federal Reserve has informed us that it will require us to implement certain actions prior to gaining approval. These include (i) achieving a minimum amount of outstanding total regulatory capital of $30 billion, including approximately $2 billion of new capital from third parties or existing equity holders that will qualify as Tier 1 capital under the BHC Act and be acceptable to the Federal Reserve, (ii) modifying our capital, shareholder and governance structure to be consistent with the regulatory requirements applicable to bank holding companies, (iii) obtaining all necessary banking regulatory approvals, (iv) modifying our capital funding plan and (v) certain other actions in connection therewith. However, there can be no assurance that the Federal Reserve or other regulatory authorities will not modif y these requirements (such as by, for example, increasing the required amount of regulatory capital) or impose additional requirements on us. Certain of these potential actions could require us to obtain the consent of third parties and such third parties may be unwilling to give such required consents. Further, completion of GMAC’s private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ (other than ResCap) outstanding notes and the Federal Reserve’s approval of our bank holding company application are each complicated processes that involve factors beyond our control and no assurance can be given that we will be able to synchronize them. There can also be no assurance that we will be successful in our efforts to complete any of the foregoing actions or any modified or additional actions the Federal Reserve or other regulatory authorities may require of us or that, regardless of whether such measures are successfully completed, our applic ation to become a bank holding company under the BHC Act will be approved.

RISKS RELATED TO OUR BUSINESS

Our business and the businesses of our subsidiaries, including ResCap, require substantial capital, and continued disruption in our funding sources and access to the capital markets could continue to have a material adverse effect on our liquidity and financial condition.

     Our liquidity and ongoing profitability are, in large part, dependent upon our timely access to capital and the costs associated with raising funds in different segments of the capital markets. We depend and will continue to depend on our ability to access diversified funding alternatives to meet future cash flow requirements and to continue to fund our operations. Our funding strategy and liquidity position have been significantly adversely affected by the ongoing stress in the credit markets that began in the middle of 2007 and reached unprecedented levels during recent months. The capital markets remain highly volatile and access to liquidity has been significantly reduced. These conditions, in addition to the reduction in our credit ratings, have resulted in increased borrowing costs and our inability to access the unsecured debt markets in a cost-effective manner. This has resulted in an incr eased reliance on asset-backed and other secured sources of funding. Based on existing asset availability and eligibility criteria, we currently have available approximately $500 million of capacity under our secured credit lines. However, we have the ability to significantly increase the amount of available capacity based on future asset origination and availability. Some of these facilities have not been renewed placing additional pressure on our liquidity position. See our Form 10-Q for the period ending September 30, 2008 for additional information regarding such facilities. Our inability to renew the remaining loans and facilities as they mature would have a further negative impact on our liquidity position. We also have significant maturities of unsecured debt each year. Approximately $1.8 billion of our outstanding unsecured debt matures in the fourth quarter of 2008, $12.8 billion matures in 2009

and $8.8 billion matures in 2010. In addition, as of September 30, 2008, we have approximately $38.7 billion of outstanding unsecured debt (including $14.6 billion of Smart Notes and $3.9 billion of Demand Notes, although the amount of outstanding Demand Notes has significantly declined since September 30, 2008) which is not subject to the offers. In order to retire these instruments, we either will need to refinance this debt, which will be very difficult should the current volatility in the credit markets continue or worsens, or generate sufficient cash to retire the debt. In addition, if the offers are completed and GMAC’s applications to become a bank holding company under the BHC Act and/or to participate in the Capital Purchase Program are not approved, as a result of cash outflows associated with the offers and otherwise, GMAC may be required to execute asset sales or other liquidity generating actions over and abo ve its normal finance activities to provide additional working capital and repay debt as it matures and its inability to do so would have a material adverse effect on its business, results of operations and financial position (including its ability to meet debt maturities in 2009).

     On November 25, 2008, certain asset backed securities owned by NCAT were downgraded by Moody’s and S&P. As a result of such downgrade, under the terms of NCAT’s liquidity facility documents, a cure period is provided during which GMAC, as administrator of NCAT, may work with Moody’s and S&P to take steps to secure a ratings upgrade for the downgraded securities. If such upgrade is not achieved by December 24, 2008, although NCAT would continue to be able to issue commercial paper, it would be unable to use the proceeds of such issuances to purchase additional asset backed securities (or increase the principal amount of any revolving asset backed securities it currently owns), which would result in an orderly wind-down of NCAT’s operations absent the taking of any further action. Although GMAC has entered into discussions with Moody’s and S&P to “cure” ; the effect of the downgrade, GMAC believes it is unlikely that GMAC would be able to reach a satisfactory resolution by December 24, 2008. Therefore, if GMAC is unable to obtain an extension from the liquidity banks, NCAT would most likely begin winding down its operations on December 26, 2008 and would no longer be a funding source for GMAC’s newly originated financial assets. There can be no assurances that even if GMAC obtains the requested extension it would be able to reach a satisfactory resolution with Moody’s and S&P by January 23, 2009, in which case (absent another extension) NCAT would begin winding down its operations on January 26, 2009 and would no longer be a funding source for GMAC’s newly originated financial assets. Any such winding down of NCAT would also result in a wind down of a companion funding facility, TACN, and could have a material adverse effect on GMAC’s business, results of operations, liquidity and financial position.

     In addition, continued or further negative events specific to us or our 49% owner and largest customer, GM, would further adversely impact our funding sources (see “—The profitability and financial condition of our operations are heavily dependent upon the performance, operations and prospects of GM”). Furthermore, we have recently provided a significant amount of funding to ResCap, and may provide additional funding to ResCap in the future; as a result, any negative events with respect to ResCap could serve as a drain on our financial resources and have a material adverse effect on our liquidity and consolidated financial position. We have not made, and are not making, any commitment to continue to fund ResCap or to forgive ResCap debt and are not subject to any contractual obligation to do so.

     ResCap’s liquidity has also been significantly impaired, and may be further impaired, due to circumstances beyond our control, such as adverse changes in the economy and general market conditions. ResCap’s November 17, 2008 interest payment on certain of its outstanding indebtedness was made only after GMAC’s determination to provide ResCap the support described under “Summary—Liquidity and Capital Resources.” As of September 30, 2008, the borrowing base of the $3.5 billion senior secured credit facility with GMAC allowed for total borrowings of $3.0 billion and ResCap had approximately $2.9 billion outstanding thereunder (including $750 million first loss participation of GM and Cerberus). Continued deterioration in ResCap’s business performance could further limit, and recent reductions in its credit ratings have limited, ResCap’s ability to access the cap ital markets on favorable terms. During recent volatile times in the capital and secondary markets, especially since August 2007, access to aggregation and other forms of financing, as well as access to securitization and secondary markets for the sale of ResCap’s loans, has been severely constricted. Furthermore, ResCap’s access to capital has been negatively impacted by declines in the market value of our mortgage products and in the willingness of market participants to provide liquidity for such products.

EX-99.2

Exhibit 99.2

GMAC EXTENDS WITHDRAWAL DEADLINE AND EARLY DELIVERY TIME OF ITS NOTES
EXCHANGE OFFERS BY ONE DAY

Making certain other amendments to the terms and conditions of its private exchange
offers

NEW YORK (Dec. 2, 2008) – GMAC Financial Services (GMAC) today announced that it has extended the withdrawal deadline and early delivery time with respect to its separate private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ (the “GMAC offers”) and Residential Capital, LLC’s (the “ResCap offers”) outstanding notes by one day to 5 p.m., New York City time, on December 5, 2008. GMAC also intends to distribute supplements to the confidential offering memoranda previously distributed with respect to the GMAC and ResCap offers, containing certain other changes to the terms and conditions of the GMAC and ResCap offers. Certain information contained in such supplements will be set forth on a Form 8-K to be filed by GMAC with the Securities and Exchange Commission.

Documents relating to the offers will only be distributed to holders of the old notes who complete and return a letter of eligibility confirming that they are within the category of eligible investors for this private offer. Noteholders who desire to obtain a copy of the eligibility letter should contact Global Bondholder Services Corporation, the information agent for the offers, at (866) 794-2200 (U.S. Toll-free).

The securities to be issued in the GMAC offers and the ResCap offers will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws and, unless so registered, such securities may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.

Accordingly, the GMAC offers are being made only (i) in the United States, to persons who are both “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act (“QIBs”) and “qualified purchasers” (as defined in the GMAC offering memorandum) or (ii) outside the United States, to persons who are not “U.S. persons,” as that term is defined in Rule 902 under the Securities Act and who are also both “non-U.S. qualified offerees” and “qualified purchasers” (each as defined in the GMAC offering memorandum). The ResCap offers are being made only to (i) in the United States, QIBs, or (ii) outside the United States, persons who are not “U.S. persons,” and who are “non-U.S. qualified offerees.”

Cautionary Statement

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offers to buy or exchange the old notes, as applicable, are only being made pursuant to the offering memoranda and the related letters of transmittal that GMAC is distributing to eligible holders of the old notes. The GMAC and ResCap offers are not being made to holders of the old notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the offers to be made by a licensed broker or dealer, the offers will be deemed to be made on behalf of GMAC by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About GMAC Financial Services

GMAC Financial Services is a global finance company operating in and servicing North America, South America, Europe and Asia-Pacific. GMAC specializes in automotive finance, real estate finance, insurance, commercial finance and online banking. As of December 31, 2007, the organization had $248 billion in assets and serviced 15 million customers. Visit the GMAC media site at http://media.gmacfs.com/ for more information.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995, that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.

The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in or incorporated by reference into this press release, other than statements of historical fact, including, without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties.

While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially due to numerous important factors that are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, as updated by our subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Many of these risks, uncertainties and assumptions are beyond our control, and may cause our actual results and performance to differ materially from our expectations. Important factors that could cause our actual results to be materially different from our expectations include, among others, the success, or lack thereof, of the concurrent ResCap and GMAC offers and the success, or lack thereof, of the transactions and other initiatives described in this press release.

Accordingly, you should not place undue reliance on the forward-looking statements contained or incorporated by reference in this press release. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

Contacts:

Gina Proia
917-369-2364
gina.proia@gmacfs.com

Toni Simonetti
917-369-2360
toni.simonetti@gmacfs.com