Stearns Holdings Commences Cash Tender Offer For Up To $41,676,000 Outstanding Principal Amount Of Its 9.375% Senior Secured Notes Due 2020
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, Strategic Alliances, Non-Delegated Correspondent and Financial
Institutions sectors (“Stearns” or the “Company”), and Stearns
Co-Issuer, Inc. (together, “we,” “our” or the “Offerors”) have commenced
an offer to purchase for cash up to $41,676,000 aggregate principal
amount of the Offerors’ outstanding 9.375% Senior Secured Notes Due 2020
(the “Notes”) upon terms and subject to the conditions set forth in the
Offer to Purchase, dated May 24, 2019 and a related Letter of
Information relative to the tender offer is set forth in the table below.
|Title of Security||
|85800T AA7||U85786 AA6||$182,994,000||$1,000|
*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 tender offer is being 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).
The tender offer will expire at 11:59 p.m., New York City time, on July
8, 2019, unless extended by us (such date and time, as the same may be
extended, the “Expiration Date”).
Assuming the satisfaction or waiver of the conditions to the tender
offer, Notes that are tendered on or prior to the Expiration Date and
accepted for purchase will be paid for promptly after the Expiration
Date, the date of such payment being referred to as the “Payment Date,”
which will promptly follow the Expiration Date. Assuming that the
conditions to the tender offer are satisfied or waived and the tender
offer is not extended, it is expected that the Payment Date will occur
on or before July 15, 2019.
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
Subject to the terms and conditions of the Offer to Purchase (and any
amendments or supplements thereto), we will purchase no more than
$41,676,000 aggregate principal amount of Notes pursuant to the tender
offer. If the conditions to the tender offer are satisfied or waived and
the aggregate principal amount of Notes validly tendered and not validly
withdrawn exceeds $41,676,000, we will accept Notes for purchase
pursuant to the tender offer on a pro rata basis. If proration is
necessary, Notes will be selected for purchase on a pro rata basis based
on the principal amount of Notes validly tendered and not validly
withdrawn (with such adjustments as may be deemed appropriate by the
tender offerors so that only Notes in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof, will be purchased).
Any Notes tendered and not accepted for purchase as a result of
proration will be returned to the tendering Holder promptly after the
Expiration Date. However, depending on the principal amount of Notes
tendered and the proration factor applied, if the principal amount of
Notes returned to a Holder as a result of proration would result in less
than the minimum denomination of $2,000 being returned to such Holder,
we will purchase all of such Holder’s validly tendered Notes. Holders
whose Notes are purchased only in part will receive Notes equal in
principal amount to the unpurchased portion of the Notes tendered.
Notwithstanding any other provision of the tender offer, our obligation
to accept for payment, and to pay for, Notes validly tendered and not
validly withdrawn pursuant to the tender offer on or prior to the
Expiration Date is conditioned upon satisfaction or waiver of the
General Conditions set forth in the Offer to Purchase.
We reserve the right to increase the principal amount of the Notes we
are willing to purchase subject to compliance with applicable law. There
can be no assurance that we will exercise our right to increase the
maximum principal amount of Notes subject to the tender offer.
Notes tendered may be withdrawn at any time on or prior to the
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 an Offer to Purchase and related letter of
transmittal. No offer to purchase will be made in any jurisdiction in
which such an offer to purchase would be unlawful.
Questions regarding the tender offer and requests for documents should
be directed to D.F. King & Co, Inc., the Information Agent for the
tender offer, at (800) 622-1649 (toll free) or (212) 269-5550 or email
at [email protected]. The
complete terms and conditions of the offer are set forth in the Offer to
Purchase dated May 24, 2019 and the related Letter of Transmittal.
Holders are urged to read those documents carefully.
About Stearns Lending, LLC
Stearns Lending, LLC is a leading provider of mortgage lending services
in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent
and Financial Institutions sectors throughout the United States.
Stearns Lending is an equal housing lender and is licensed to conduct
business in 49 states and the District of Columbia. Additionally,
Stearns Lending is an approved HUD (United States Department of Housing
and Urban Development) lender; a Single Family Issuer for Ginnie Mae
(Government National Mortgage Association); an approved Seller/Servicer
for Fannie Mae (Federal National Mortgage Association); and an approved
Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage
Corporation). Stearns Lending is also approved as a VA (United States
Department of Veterans Affairs) lender, a USDA (United States Department
of Agriculture) lender, and is an approved lending institution with FHA
(Federal Housing Administration). Stearns Lending, LLC is located at 4
Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Company NMLS# 1854.
Caution Regarding Forward-Looking Information and “Safe Harbor”
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.
Stearns Lending, LLC
Steve Smith, Chief Financial Officer