NEW YORK, May 15 /PRNewswire/ -- The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and for the account of, the Distressed Opportunities Master Segregated Portfolio (the "Fund"), today announced that it has extended the expiration date of the Fund's offer for 56 classes of residential mortgage backed securities ("RMBS") insured by Syncora Guarantee Inc. ("Syncora Guarantee") to 11:59 p.m., New York City time, on Friday, May 29, 2009.
Sale Option Terminated; Consent Option Remains Open
The sale option for the offer has been terminated, effective immediately. The consent option for the offer remains open, pursuant to which holders of RMBS may tender their securities and be eligible to receive a cash payment plus a certificate generally representing the economics of the RMBS without the benefit of the Syncora Guarantee insurance policy. Syncora Guarantee will continue to provide financing of up to $375 million for the consent option, including transaction fees and costs. The Fund will release to holders all RMBS that have been tendered pursuant to the sale option.
The New York State Department of Insurance (the "NYID") has been informed of the offer and the closing of the offer and related financing are conditioned upon the approval of the NYID. The offer and related financing are also conditioned on the execution and consummation of an agreement with certain financial institutions that are counterparties to its credit default swap transactions and financial guarantee insurance policies following the entry into a non-binding letter of intent between Syncora Guarantee and 17 counterparties effective as of March 5, 2009, and the tender of a minimum amount of RMBS, among other conditions.
Priority of Acceptance Revised; Consent Prices Revised
The RMBS will be accepted into the offer according to the priority disclosed in the offer. The Fund has revised the priority of acceptance that the RMBS will be accepted into the offer from the priority previously disclosed. The Fund has also revised the consent prices offered for each class of RMBS from those previously disclosed. If there are only sufficient funds to accept a portion of the tendered RMBS of a given priority of acceptance, then tenders for that given priority of acceptance will be accepted pro rata.
Extension of the Offer; Withdrawal Rights
The Fund is extending the expiration date for the offer and granting withdrawal rights for a limited period to all holders. The following dates relevant to the offer are now as follows:
Date Calendar Date Event ---- ------------- ----- Expiration Date 11:59 p.m., New York City The last time for holders time, Friday, May 29, to tender RMBS in the 2009, unless extended. offer. Withdrawal 11:59 p.m., New York City The last time for holders Deadline time, Thursday, May 21, to validly withdraw 2009, unless extended. tendered RMBS.
The offer is being conducted only with qualified institutional buyers and is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. The certificates that may be issued pursuant to the consent option in the offer have not been and, at the time of the closing of the transaction, will not be registered under the Securities Act or any state securities laws. The certificates may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The offers are being made only pursuant to an offer to purchase and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
About Syncora Guarantee Inc.
Syncora Guarantee Inc. is a wholly owned subsidiary of Syncora Holdings Ltd. Syncora Holdings Ltd. is a Bermuda-domiciled holding company. For more information, please visit http://www.syncora.com/.
FORWARD-LOOKING STATEMENTS
This release contains statements about future results, plans and events that may constitute "forward-looking" statements. You are cautioned that these statements are not guarantees of future results, plans or events and such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Syncora Guarantee's control. These factors include, but are not limited to: Syncora Guarantee's ability to enter into and close the master transaction agreement with certain counterparties to Syncora Guarantee's credit default swap ("CDS") contracts (the "2009 Master Transaction Agreement") and the tender offer for certain residential mortgage-backed securities ("RMBS") insured by Syncora Guarantee (the "RMBS Tender Offer"); the suspension of all future claims payments; Syncora Guarantee's ability to maintain minimum policyholders' surplus even if it closes the 2009 Master Transaction Agreement and the RMBS Tender Offer; higher losses on guaranteed obligations due to deterioration in the credit and mortgage markets; the suspension of writing substantially all new business; the effect of adverse developments in the credit and mortgage markets on Syncora Guarantee's in-force business; higher loss reserves estimates and the adequacy of the loss reserves; uncertainty as to the fair value of CDS contracts and liabilities thereon; decision by Syncora Guarantee's regulators to take regulatory action such as rehabilitation or liquidation of Syncora Guarantee at any time; Syncora Guarantee being required to make mark-to-market termination payments under its CDS contracts; Syncora Guarantee's ability to continue as a going concern; the performance of invested assets; payment of claims on guaranteed obligations, including Jefferson County, Alabama and RMBS transactions; bankruptcy events involving counterparties to CDS contracts; the potential loss of certain control rights under certain financial guarantee insurance; non-payment of premium and makewholes owed or cancellation of policies; impact of the non-payment of dividends on Syncora Holdings Ltd.'s series A preference shares on the composition of Syncora Holdings Ltd.'s Board of Directors; uncertainty in portfolio modeling which makes it difficult to estimate potential paid claims and loss reserves; unavailability of funds due to capitalization of a financial guarantee subsidiary of Syncora Guarantee to be formed ("Drop-Down Company") under the 2009 Master Transaction Agreement; unavailability of funds due to consideration expected to be paid to certain of the counterparties under the 2009 Master Transaction Agreement; potential adverse developments at Drop-Down Company and recapture of business to be ceded to Drop-Down Company under the 2009 Master Transaction Agreement; the financial condition of Syncora Guarantee (U.K.) Ltd. and action by the Financial Services Authority; requirement of Syncora Guarantee to provide Syncora Guarantee (U.K.) Ltd. with sufficient funds to maintain its minimum solvency margin; challenges to the Master Commutation, Release and Restructuring Agreement, dated July 28, 2008, as amended, and related commutations and releases; ratings downgrades or the withdrawal of ratings; defaults by counterparties to reinsurance arrangements; the interconnectedness of risks that affect the Syncora Guarantee's reinsurance and insurance portfolio and financial guarantee products; termination payments related to less traditional products, including CDS contracts, possibly in excess of current resources; changes in accounting policies or practices or the application thereof; uncertainty with respect to the valuation of CDS contracts; changes in officers or key employees; delisting from the New York Stock Exchange and deregistration under the Securities Exchange Act of 1934, as amended; further deterioration in general economic conditions, including as a result of the financial crisis as well as inflation, interest rates, foreign currency exchange rates and other factors and the effects of disruption or economic contraction due to catastrophic events or terrorist acts; the commencement of new litigation or the outcome of current and new litigation; legislative or regulatory developments, including changes in tax laws and regulation of mortgages; losses from fraudulent conduct due to unconditional and irrevocable nature of financial guarantee insurance; problems with the transaction servicers in relation to structured finance transactions; limitations on the availability of net operating loss carryforwards; uncertainty as to federal income tax treatment of CDS contracts; liquidity risks including due to undertakings with the NYID; conflicts of interests with significant shareholders of Syncora Holdings Ltd.; limitations on the transferability of the common shares of Syncora Holdings Ltd. and other additional factors, risks or uncertainties described in Syncora Holdings Ltd.'s filings with the Securities and Exchange Commission, including in the Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. Syncora Guarantee does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made.
Syncora Holdings Ltd. and Syncora Guarantee Inc.
CONTACT: Michael Gormley, Investor and Media Contact for Syncora
Holdings Ltd., +1-212-478-3463, or michael.gormley@scafg.com
Web Site: http://www.syncora.com/
