NEW YORK, July 15 /PRNewswire-FirstCall/ -- 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 in connection with the expiration of the Fund's offer for 55 classes of residential mortgage backed securities ("RMBS") insured by Syncora Guarantee Inc. ("Syncora Guarantee"), the Fund will accept all RMBS tendered into and otherwise committed to the offer. The offer expired on July 15, 2009 at 1:00 p.m. All conditions to the offer have been met (including the transactions contemplated by the master transaction agreement entered into between Syncora Guarantee and certain counterparties to its credit default swaps and financial guarantee insurance policies) or waived. Settlement of the offer will occur promptly and is expected to occur no later than five business days from today.
The offer by the Fund and any transactions with Syncora Guarantee are being conducted only with qualified institutional buyers and are exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Any securities that may be issued pursuant to such transactions have not been and, at the time of the settlement of the transaction, will not be registered under the Securities Act or any state securities laws. The securities 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 letter of transmittal or other appropriate documentation 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/.
Investor and Media Contact: Michael Gormley +1 212-478-3463 michael.gormley@scafg.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: the suspension of all claims payments; Syncora Guarantee's ability to maintain minimum policyholders' surplus following the closing of the master transaction agreement with certain counterparties to Syncora Guarantee's credit default swap ("CDS") contracts (the "2009 MTA") and the tender offer for certain residential mortgage-backed securities ("RMBS") insured by Syncora Guarantee (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 the newly formed financial guarantee subsidiary of Syncora Guarantee ("Drop-Down Company") under the 2009 MTA; unavailability of funds due to consideration paid to certain of the counterparties under the 2009 MTA; potential adverse developments at Drop-Down Company and recapture of business to be ceded to Drop-Down Company under the 2009 MTA; the financial condition of Syncora Guarantee (U.K.) Limited and action by the Financial Services Authority; requirement of Syncora Guarantee to provide Syncora Guarantee (U.K.) Limited 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 and/or the 2009 MTA; ratings downgrades or the withdrawal of ratings; defaults by counterparties to reinsurance arrangements; the interconnectedness of risks that affect 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; nonpayment of premiums by policyholders; 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; 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 New York Insurance Department; 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 its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended. 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 Guarantee Inc.; Syncora Holdings Ltd.
CONTACT: Investors and media: Michael Gormley, Syncora, +1-212-478-3463,
michael.gormley@scafg.com
Web site: http://www.scafg.com/
