NEW YORK–(BUSINESS WIRE)–Financial Guaranty Insurance Company (“FGIC”) announced it has extended the deadline 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 new deadline for Owners to join the TSA and become eligible to receive the Early Joinder Fee is June 12, 2024 at 5:00 p.m. New York City time (the “Early Joinder Fee Deadline”). Additionally, the new deadline for participating Owners to certify their ownership of FGIC-insured instruments and units is June 27, 2024 at 5:00 p.m. New York City time (the “Certification Deadline”). Owners should have received 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.
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.
As of May 24, 2024, beneficial owners collectively holding FGIC-insured instruments and units representing approximately 75.3% 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 extending the Early Joinder Fee Deadline to allow additional Owners to join the TSA will increase the prospects for the successful implementation of the Proposed Transaction.
To join the TSA and become eligible to receive the Early Joinder Fee, Owners must (i) comply with the instructions set forth in the Notice, (ii) submit the required documentation no later than 5:00 p.m. New York City time on June 12, 2024, and (iii) have their ownership of FGIC-insured instruments and units certified no later than 5:00 p.m. New York City time on June 27, 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.
Additional information related to the TSA, the Proposed Transaction, and the joinder process may also be found in our prior press release dated April 30, 2024 at https://www.businesswire.com/news/home/20240430147440/en/FGIC-Announces-Opportunity-to-Join-Transaction-Support-Agreement-and-Become-Eligible-to-Receive-Early-Joinder-Fee.
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 [email protected].
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.
Contacts
