SANTA
ROSA, Calif., July 31,
2024 /PRNewswire/ -- Provident Funding Associates,
L.P. (the "Company") and PFG Finance Corp., a direct wholly-owned
subsidiary of the Company (the "Co-Issuer", and together with the
Company, the "Issuers"), today announced that the Issuers have
elected in their sole discretion to terminate, effective
immediately, their previously announced offer to exchange (the
"Exchange Offer") any and all of their outstanding 6.375% Senior
Notes due 2025 (the "Existing Notes") for cash and for the Issuers'
new 8.375% Senior Notes due 2027 (the "New Notes") and solicitation
of consents to certain proposed amendments to the indenture
governing the Existing Notes (the "Consent Solicitation"), in each
case, as described in the Confidential Offering Memorandum and
Consent Solicitation Statement, dated July
18, 2024 (the "Offering Memorandum").
As a result of the termination of the Exchange Offer and Consent
Solicitation, the Total Exchange Consideration and Exchange
Consideration (each as defined in the Offering Memorandum), as
applicable, will not be paid or become payable to holders of the
Existing Notes who have validly tendered their Existing Notes for
exchange in connection with the Exchange Offer and Consent
Solicitation, and the Existing Notes tendered for exchange pursuant
to the Exchange Offer and Consent Solicitation will be promptly
returned to the tendering holders. No Existing Notes will be
accepted for exchange and no New Notes will be issued. In addition,
as a result of the termination of the Consent Solicitation, the
proposed amendments to the indenture governing the Existing Notes
will not be adopted, and the Existing Notes will remain outstanding
and subject to the terms of the existing indenture governing the
Existing Notes.
Holders of Existing Notes should direct all questions and
requests for assistance by sending an e-mail to
provident@dfking.com or by calling D.F. King & Co.,
Inc., the information agent (the "Information Agent") and exchange
agent (the "Exchange Agent") for the Exchange Offer, at (toll-free)
(800) 769-7666 or (banks and brokers) (212) 269-5550.
Forward-Looking
Statements
This release contains statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Section 27A of the Securities
Act. Many of the forward-looking statements contained in this
release can be identified by the use of forward-looking words such
as "anticipate," "believe," "could," "expect," "should," "plan,"
"intend," "estimate" and "potential," among others. The
forward-looking statements are based upon management's views and
assumptions as of the date of this release regarding future events
and operating performance and are applicable only as of the dates
of such statements. By their nature, all forward-looking statements
involve risk and uncertainties including as it relates to our
ability to predict our future operating and financial performance.
Actual results may differ materially from those contemplated by the
forward-looking statements for a number of reasons, including, but
not limited to, those addressed in "Risk Factors" and "Statements
Regarding Forward-Looking Information" sections of the Offering
Memorandum. You should not place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date
they are made, and we undertake no obligation to update them
publicly or to revise them in light of new information or future
events.
About the Issuers
The Company is a California
limited partnership and a leading private, independent mortgage
company that originates and services residential mortgage loans.
The Co-Issuer was formed on March 15,
2010, as a California
corporation, to act as co-issuer of the Company's debt
securities.
Investor Contact:
Christopher Austin
Controller, SVP
(650) 259-7413
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SOURCE Provident Funding Associates, L.P.