FGIC Announces Opportunity to Join Transaction Support Agreement and Become Eligible to Receive Early Joinder Fee
30 Abril 2024 - 3:42PM
Business Wire
Financial Guaranty Insurance Company (“FGIC”) announced
it has launched a process for beneficial owners of certain
FGIC-insured instruments and units (“Owners”) to join the
Transaction Support Agreement, dated February 29, 2024, among FGIC
and holders of certain FGIC-insured instruments and units (the
“TSA”), and become eligible to receive an early joinder fee
thereunder (the “Early Joinder Fee”).
The deadline for Owners to join the TSA and become eligible to
receive the Early Joinder Fee is May 29, 2024, at 5:00 p.m. New
York City time (the “Early Joinder Fee Deadline”). Owners
should receive a notice (the “Notice”) with detailed
instructions on how to complete and submit the required
documentation to participate. The Notice is also available at
https://deals.is.kroll.com/fgic.
The TSA provides for a transaction (the “Proposed
Transaction”) that will accelerate the current long-term
run-off of FGIC’s insured portfolio pursuant to the First Amended
Plan of Rehabilitation for FGIC, dated June 4, 2013 (the
“Existing Rehabilitation Plan”), A copy of the TSA is
available at http://www.fgic.com/proposedacceleratedrunoff/ and
https://deals.is.kroll.com/fgic.
Under the Proposed Transaction, on its effective date, all FGIC
policies with outstanding DPO or DPO Accretion (each as defined in
the Rehabilitation Plan) and/or projected future claims thereunder
will be satisfied and discharged, in consideration of cash payments
by FGIC to the respective holders of such policies in the aggregate
amount, if any, shown on Annex 1 to the TSA for each such policy
(with the allocable amount for each CUSIP insured by such policy
also shown on this Annex 1) (a “Permitted Policy
Distribution”).
The Proposed Transaction is conditioned on, among other things,
receiving the support of the New York State Department of Financial
Services (“NYSDFS”). Subject to this support, the TSA
contemplates that the Proposed Transaction will be implemented
pursuant to an amended rehabilitation plan (the “Amended
Plan”), subject to approval by the Supreme Court of the State
of New York (the “Court”) in a reopened rehabilitation
proceeding pursuant to Article 74 of the New York Insurance Law.
There can be no assurance that the NYSDFS will support the Proposed
Transaction, or the Court will approve the Amended Plan.
To date, beneficial owners collectively holding FGIC-insured
instruments and units representing approximately 68.5% of all
Permitted Policy Distributions under the Proposed Transaction, are
already parties to the TSA and committed to support the Proposed
Transaction. FGIC believes that maximizing support for the Proposed
Transaction by having additional Owners join the TSA will increase
the prospects for the successful implementation of the Proposed
Transaction.
Each Owner eligible to receive the Early Joinder Fee will
receive, on the effective date of the Amended Plan, an additional
cash payment calculated as 1.497% of such Owner’s share of the
aggregate Initial Permitted Policy Distributions (as defined in the
TSA) to be paid on account of the FGIC-insured instruments and
units held by such Owner as of the Early Joinder Fee Deadline.
To join the TSA and become eligible to receive the Early
Joinder Fee, Owners must comply with the instructions set forth in
the Notice and submit the required documentation no later than the
5:00 p.m. New York City time on May 29, 2024. A copy of the Notice
and the Joinder Agreement can be found on Kroll’s E-Portal system
located at https://deals.is.kroll.com/fgic.
Owners are encouraged to read the TSA, including the term sheet
(and all other exhibits, appendices, and schedules attached
thereto), before joining the TSA.
About FGIC
FGIC is a New York stock insurance corporation and a wholly
owned subsidiary of FGIC Corporation. FGIC emerged from
rehabilitation on August 19, 2013, and is responsible for
administering its outstanding insurance policies in accordance with
the terms of the First Amended Plan of Rehabilitation for FGIC,
dated June 4, 2013. Please visit www.fgic.com.
Investor and Media Contacts:
If you have any questions regarding FGIC and/or the Proposed
Transaction, you can send an email to FGICinfo@is.kroll.com.
Additional Information:
Weil, Gotshal & Manges LLP is serving as counsel and
Houlihan Lokey Capital, Inc. is serving as financial advisor.
FORWARD-LOOKING STATEMENTS
This notice contains “forward-looking statements” – that is,
statements related to possible future events. Forward-looking
statements often address expectations and beliefs as to future
performance, results and business plans. You should not place undue
reliance on forward-looking statements because they speak only as
of the date they are made and are necessarily subject to risks and
uncertainties that could cause actual results and performance to
differ materially from those expressed or implied by such
forward-looking statements. Forward-looking statements are based
upon FGIC management’s current expectations and beliefs concerning
future events. FGIC undertakes no obligation to update or revise
any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240430147440/en/
Investor and Media Contacts: If you have any questions
regarding FGIC and/or the Proposed Transaction, you can send an
email to FGICinfo@is.kroll.com