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Stearns Holdings Announces Results for its Cash Tender Offer For Up To $7,000,000 Outstanding Principal Amount Of Its 9.375% Senior Secured Notes Due 2020

March 25, 2019

SANTA ANA, CA, /BUSINESS WIRE/ – Stearns Holdings, LLC, the parent company of Stearns Lending, LLC, a leading provider of residential mortgage lending services in Wholesale, Retail and Strategic Alliances sectors (“Stearns” or the “Company”), and Stearns Co-Issuer, Inc. (together, “we,” “our” or the “Offerors”) announced today that $185,985,000 principal amount, or approximately 97.9% of the total principal amount outstanding, of its outstanding 9.375% Senior Secured Notes Due 2020 (the “Notes”) were validly tendered at or prior to 11:59 p.m., New York City time, on March 22, 2019 (the “Expiration Date”) pursuant to the Company's previously announced cash tender offer (the “Tender Offer”) to purchasefor cash up to $7,000,000 aggregate principal amount of the Notes, of which $7,000,000 aggregate principal amount was accepted by the Offerors for purchase (after applying a proration factor of approximately 3.8% and the proration procedures described in the Offer to Purchase dated February 25, 2019). Because the Tender Offer was oversubscribed as of the Expiration Date, the Notes validly tendered and not validly withdrawn as of the Expiration Date will be subject to proration and only a portion of those Notes will be accepted for purchase.

The Tender Offer was 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) to purchase Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest.

The following table summarizes the tender results as of the Expiration Date:
 
Title of Security
Rule 144A CUSIP Number
Reg. S CUSIP Number
Principal Amount Outstanding
Total Consideration*
Principal Amount Tendered and Accepted for Purchase
9.375% Senior Notes Due 2020
85800T AA7
U85786 AA6
$189,994,000
$1,000
$7,000,000 
*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 Offerors have accepted for purchase $7,000,000 aggregate principal amount of Notes validly tendered at or prior to the Expiration Date. The settlement date on which the Company will make payment for such Notes accepted in the Tender Offer is expected to be on March 26, 2019 (the “Payment Date”). The total cash payment to purchase the accepted Notes on the Payment Date will be approximately $7,074,740 million.

Holders of Notes that validly tendered their Notes at or prior to the Expiration Date and whose Notes have been accepted for purchase are entitled to receive the Total Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer in an amount equal to $1,000. 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 in the amount of $10.677 for each $1,000 principal amount of Notes, or approximately $74,740 in the aggregate. 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 (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated in the Letter of Transmittal related to the cash tender offer). Holders whose Notes are purchased only in part will receive Notes equal in principal amount to the unpurchased portion of the Notes tendered.

All Notes purchased pursuant to the Tender Offer will be cancelled. 

The complete terms and conditions of the Tender 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. 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 Stearns@dfking.com.

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 the Offer to Purchase and related Letter of Transmittal.  No offer to purchase is being made in any jurisdiction in which such an offer to purchase would be unlawful.

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.  

Contact Information:
Stearns Lending, LLC
Steve Smith, Chief Financial Officer
714-513-7060
ssmith@stearns.com
 
- Mar 25, 2019



 
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