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Syncora Holdings Ltd. Announces Increased Cash Purchase Price for Syncora Guarantee Inc. of $429 Million

09/05/19

HAMILTON, Bermuda, Sept. 05, 2019 (GLOBE NEWSWIRE) -- Syncora Holdings Ltd. (“Syncora”) today announced that it has entered into an amended agreement with Star Insurance Holdings LLC (“Star Insurance”), an entity organized by GoldenTree Asset Management LP (“GoldenTree”) on behalf of GoldenTree’s managed funds and accounts, for Syncora’s previously announced sale of Syncora Guarantee Inc. (“SGI”) pursuant to which the purchase price has been increased by $36.5 Million to $429 million in cash, subject to adjustment.  In addition to the increased cash purchase price, Star Insurance will assume all of the obligations of SGI under the Pass-Through Trust Preferred Securities issued by the Twin Reefs Pass-Through Trust.  In addition to the sale proceeds, following closing of the sale, Syncora also expects to have assets, excluding any value attributed to its net operating loss carryforwards, valued between approximately $45 million and $60 million, primarily consisting of cash and investments, certain non-cash assets of Pike Pointe Holdings and an 80% interest in Swap Financial Group LLC; however no assurance can be given that Syncora will be able to realize fully on the non-cash assets.

The amended agreement results from negotiations between Star Insurance and Syncora following receipt of an additional unsolicited proposal.  As part of its amended agreement with Star Insurance, Syncora agreed to terminate the period during which it was permitted to entertain alternate acquisition proposals.  The closing of the transaction remains subject to customary conditions, including approval by the New York State Department of Financial Services, and clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to take place by the end of the fourth quarter of 2019 or during the first quarter of 2020. 

Frederick Hnat, CEO and President of Syncora, remarked, “We are very pleased that, after a great deal of work by our Board, management and employees, we have secured a significantly higher purchase price for SGI.  We look forward to continuing our work with Star Insurance as we move toward the closing of this sale.”

Syncora expects to distribute substantially all of the cash sale proceeds, net of transaction-related expenses, as soon as practicable after the closing of the sale.  The specific financial effects and the anticipated method and timing of distributions to shareholders as a result of this agreement, as well as future distributions, will be disclosed at a later date.

About Syncora Holdings Ltd.
Syncora Holdings Ltd. (OTC: SYCRF) is a Bermuda-domiciled holding company.  Syncora Guarantee Inc. is a wholly owned subsidiary of Syncora Holdings Ltd.  For additional information, please visit www.syncora.com.

Contacts
Scott Beinhacker
Syncora Holdings Ltd.
(212) 478-3400
investorrelations@scafg.com

About GoldenTree Asset Management LP
GoldenTree is an employee-owned, global asset management firm that specializes in opportunities across the credit universe in sectors such as high yield bonds, leveraged loans, distressed debt, structured products, emerging markets, private equity and credit-themed equities. GoldenTree was founded in 2000 and is one of the largest independent asset managers focused on global credit. GoldenTree manages over $30 billion for institutional investors including leading public and corporate pensions.

Important Information and Forward Looking Statements
This press release contains statements about future results, plans and events that may constitute "forward-looking" statements.  We caution you that the forward-looking information presented in this press release is 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 particular, we caution you that there can be no assurance as to when or if the sale of SGI to Star Insurance will be consummated.  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, including those concerning the sale of SGI to Star Insurance are subject to a number of risks and uncertainties, many of which are beyond Syncora's control. These risks and uncertainties include, but are not limited to, the factors described in Syncora's historical filings with the NYDFS, and in Syncora's and Syncora Guarantee Inc.'s GAAP and statutory financial statements, as applicable, posted on its website at www.syncora.com, as well as the need for approval of the sale of SGI to Star Insurance by the NYDFS.  Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. Syncora 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.

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Source: Syncora Holdings Ltd.