SANTA ANA, Calif.--(BUSINESS WIRE)--Stearns Holdings, LLC, the parent company of Stearns Lending, LLC, a leading provider of residential mortgage lending services in Wholesale, Retail and Strategic Alliances sectors (“Stearns” or the “Company”), and Stearns Co-Issuer, Inc. (together, “we,” “our” or the “Offerors”) announced today that $60,006,000 principal amount, or 24% of the total principal amount outstanding, of its outstanding 9.375% Senior Secured Notes Due 2020 (the “Notes”) were validly tendered at or prior to 11:59 p.m., New York City time, on May 10, 2018 (the “Expiration Date”) pursuant to the Company's previously announced cash tender offer (the “Tender Offer”) to purchase for cash up to $80,000,000 aggregate principal amount of the Notes.
The Tender Offer was made pursuant to the requirements of the indenture relating to the Notes (the “Indenture”) which require the making of an “Asset Sale Offer” in certain circumstances following the occurrence of certain “Asset Sales” (each as defined in the Indenture) to purchase Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest.
The following table summarizes the tender results as of the Expiration Date:
| Title of Security | Rule 144A CUSIP Number | Reg. S CUSIP Number | Principal Amount Outstanding | Total Consideration* | Principal Amount Tendered and Accepted for Purchase | |||||
| 9.375% Senior Notes Due 2020 | 85800T AA7 | U85786 AA6 | $250,000,000 | $1,000 | $60,006,000 |
*Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the tender offer. The Total Consideration does not include accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date that will be payable in respect of Notes purchased in the tender offer.
The Offerors have accepted for purchase all $60,006,000 aggregate principal amount of Notes validly tendered at or prior to the Expiration Date. The settlement date on which the Company will make payment for such Notes accepted in the Tender Offer is expected to be on May 14, 2018 (the “Payment Date”). The total cash payment to purchase the accepted Notes on the Payment Date will be approximately $61.4 million.
Holders of Notes that validly tendered their Notes at or prior to the Expiration Date and whose Notes have been accepted for purchase are entitled to receive the Total Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer in an amount equal to $1,000. In addition to the Total Consideration, holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the Payment Date in the amount of $23.177 for each $1,000 principal amount of Notes, or $1.4 million in the aggregate.
All Notes purchased pursuant to the Tender Offer will be cancelled.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated April 13, 2018 and the related Letter of Transmittal. Holders are urged to read those documents carefully. Requests for documents should be directed to D.F. King & Co, Inc., the Information Agent for the tender offer, at (866) 796-7180 (toll free) or (212) 269-5550 or email at shllc@dfking.com.
Barclays Capital Inc. acted as the Dealer Manager for the Tender Offer. Questions regarding the Tender Offer should be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581.
This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made by means of the Offer to Purchase and related Letter of Transmittal. No offer to purchase is being made in any jurisdiction in which such an offer to purchase would be unlawful.
About Stearns Lending, LLC
A mortgage industry leader and innovator, Stearns Lending, LLC provides responsible, simplified mortgage solutions in Wholesale, Retail, and Strategic Alliance sectors throughout the United States where licenses are held. The company and its team members are passionately committed to delighting customers, while being an industry leader in profitable growth.
Caution Regarding Forward-Looking Information and “Safe Harbor” Statement
This press release may contain forward-looking statements, including, but not limited to, the Tender Offer for the Notes, the details thereof and other expected effects of the Tender Offer for the Notes. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as required by law.
