ANZ yesterday finalised terms to sell its Esanda dealer finance portfolio to Macquarie Group.ANZ said the portfolio includes net lending assets of A$7.8 billion comprising retail point-of-sale auto finance of $6.2 billion, and wholesale bailment facilities and other Esanda branded finance offered to motor vehicle dealers of $1.6 billion.The sale does not include ANZ commercial broker, commercial asset finance or any direct to consumer asset finance businesses. Esanda staff transferring to Macquarie will have to adapt to the systems developed by the bank since it became a consolidator of stranded vehicle finance assets following the GFC, including GMAC and Ford Credit.Macquarie will send ANZ $8.2 billion "reflecting the fair value of the loan and lease assets acquired," and a premium of about $400 million to the "net lending assets with a book value of $7.8 billion."Macquarie, however, will need to lay its hands on twice as much in new Tier 1 capital to support the purchase and still maintain its existing capital ratios. Macquarie will therefore place $400 million in new shares with institutional investors, and will top up the shortfall via a share purchase plan for retail shareholders and drawing down on the group's capital buffer.An institutional book-build was already underway yesterday. The bank also plans to reduce its dividend payout ratio to around 50 per cent from around 55 per cent.  ANZ said its common equity tier one ratio is expected to increase by around 20 basis points following the sale.Public domain data on Esanda is now scant, with ANZ in effect rolling the funding and operations of what was once an icon of the Australian market into the wider bank after the GFC.Indeed, financial statements for what remains of Esanda Finance Corp now ritually admit the business "is no longer a going concern." Which would make this a very curious transaction indeed - except that Macquarie is widely expected to extract value.A Moody's presale report has shed some light on why the deal, which has almost doubled Macquarie's motor vehicle lending portfolio, would be attractive. "The acquisition will offer the benefits of diversification by increasing the proportion of wholesale dealer loans in Macquarie Leasing's book," said Ilya Serov, vice president and senior credit officer at Moody's."Following the acquisition, Macquarie Leasing will become a top-three finance provider to car dealerships in Australia." Serov also noted that Esanda's retail portfolio comprises secured car loans, and is diversified in terms of vehicle make; and it will be complementary to Macquarie Leasing's existing portfolio, which consists mainly of finance leases and chattel mortgages, with an emphasis on novated leasing.