HAMILTON, Bermuda, Aug. 8, 2016 /PRNewswire/ -- Syncora Holdings Ltd. ("SHL") announced today that a majority of the holders of its outstanding Fixed/Floating Series A Perpetual Non-Cumulative Preference Shares, par value US$0.01 (the "Existing SHL Preferred Shares") approved a proposal to vary the terms attached to the Existing SHL Preferred Shares (the "Variation") at a special general meeting.
The closing of the Variation remains subject to the closing of the restructuring transactions of which they are part and confirmation, which we expect, that the transaction does not result in aggregate cumulative "owner shifts" in excess of 38.5 percentage points for purposes of Section 382 of the Internal Revenue Code of 1986, as amended and to the satisfaction of other customary closing conditions.
About Syncora Holdings Ltd.
Syncora Holdings Ltd. (OTC: SYCRF) is a Bermuda-domiciled holding company. Syncora Holdings U.S. Inc. and Syncora Guarantee Inc. are wholly-owned subsidiaries of Syncora Holdings Ltd. For additional information, please visit www.syncora.com.
Syncora Holdings Ltd.
The new securities were offered only (a) in the United States, to holders of Existing SHL Preferred Shares who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" within the meaning of subsection (1), (2), (3), or (7) of Rule 501(a) under the Securities Act and (b) outside the United States, to holders of Existing SHL Preferred Shares who are not "U.S. persons" (as defined in Rule 902 under the Securities Act) in reliance on Regulation S of the Securities Act. The new securities have not been registered under the Securities Act or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and accordingly, are subject to significant restrictions on transfer and resale as more fully described in the offering memorandum and related letter of transmittal. The Variation is subject to the terms and conditions set forth in the offering memorandum and related letter of transmittal.
This press release contains statements about future results, plans and events that may constitute "forward-looking" statements, including the settlement of the Variation and satisfaction or waiver of conditions precedent. The Company cautions you that the forward-looking information presented in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the factors described in the Company's historical filings with the New York Department of Financial Services, and in the Company's, Syncora Guarantee Inc.'s and Syncora Capital Assurance Inc.'s GAAP and statutory financial statements, as applicable, posted on its website at www.syncora.com. Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. The Company 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. There can be no assurance that the closing of the Variation will occur.
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SOURCE Syncora Holdings Ltd.