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 $7,000,000 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 February 25, 2019 and a related Letter of Transmittal.
Information relative to the tender offer is set forth in the table below.
Title of Security
Rule 144A CUSIP Number
Reg. S CUSIP Number
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Principal Amount Outstanding
|9.375% Senior Notes Due 2020||85800T AA7||U85786 AA6||$189,994,000||$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 March 22, 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 be on or about March 26, 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 Date.
Subject to the terms and conditions of the Offer to Purchase (and any amendments or supplements thereto), we will purchase no more than $7,000,000 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 $7,000,000, 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 Holders 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 Expiration Date.
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 February 25, 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 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.
Stearns Lending, LLC
Steve Smith, Chief Financial Officer