Attached files
file | filename |
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8-K - FORM 8-K - STEWART INFORMATION SERVICES CORP | h68197e8vk.htm |
EX-4.1 - EX-4.1 - STEWART INFORMATION SERVICES CORP | h68197exv4w1.htm |
EX-1.1 - EX-1.1 - STEWART INFORMATION SERVICES CORP | h68197exv1w1.htm |
EX-99.2 - EX-99.2 - STEWART INFORMATION SERVICES CORP | h68197exv99w2.htm |
Exhibit 99.1
NEWS
From:
STEWART INFORMATION SERVICES CORP.
P.O. Box 2029, Houston, Texas 77252-2029
http://www.stewart.com
Contact: Ted C. Jones, Director-Investor Relations
(713) 625-8014 ted@stewart.com
STEWART INFORMATION SERVICES CORP.
P.O. Box 2029, Houston, Texas 77252-2029
http://www.stewart.com
Contact: Ted C. Jones, Director-Investor Relations
(713) 625-8014 ted@stewart.com
STEWART ANNOUNCES THE PRICING OF $60 MILLION
CONVERTIBLE SENIOR NOTES
CONVERTIBLE SENIOR NOTES
HOUSTON (October 9, 2009) Today, Stewart Information Services Corporation (NYSESTC) announced
the pricing of $60,000,000 aggregate principal amount of 6% Convertible Senior Notes due 2014 (the
Notes), which are anticipated to be sold, subject to market and other conditions, to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
Securities Act). Stewart has also granted the initial purchaser a 30-day option to purchase up
to an additional $5,000,000 aggregate principal amount of the Notes.
The Notes will pay interest semiannually at a rate of 6 percent per annum beginning on April 15,
2010. The Notes are, subject to certain limitations, convertible into shares of Stewarts common
stock at a conversion rate of 77.6398 shares per $1,000 principal amount of Notes, subject to
adjustment in certain circumstances (equal to a conversion price of $12.88 per share). The
conversion price represents a 25 percent premium above the $10.30 per share closing price of
Stewarts common stock on the New York Stock Exchange on October 8, 2009.
The Notes will be guaranteed by Stewarts wholly-owned subsidiary, Stewart Title Company, and
certain of its wholly-owned domestic subsidiaries. The Notes will not be callable at the option of
Stewart but the holders will have the right to require Stewart to repurchase their Notes at a price
equal to 100 percent of the principal amount of the Notes to be repurchased plus any unpaid
interest in the event of certain fundamental changes including certain change of control
transactions. The Notes mature on October 15, 2014 unless earlier converted or repurchased. The
Notes will be senior unsecured obligations of Stewart and will rank senior in right of payment with
all existing and future indebtedness of Stewart that is expressly subordinated in right of payment
to the Notes.
Because the notes are initially convertible in full into more than 20 percent of Stewarts
outstanding common stock, Stewart has agreed to seek the approval of the holders of its outstanding
shares of its common stock at its next annual shareholders meeting for the issuance of more than
20 percent of Stewarts outstanding common stock upon conversion of the Notes. Prior to the earlier
of shareholder approval or April 15, 2014, holders may only surrender their Notes for conversion
for a combination of cash and common stock upon the satisfaction of certain conditions.
Stewart estimates that the net proceeds from this offering will be approximately $57.5 million (or
approximately $62.3 million if the initial purchasers purchase option is exercised in full) after
deducting the initial purchasers discounts and commissions and estimated offering expenses.
Stewart intends to use the net proceeds from the offering and existing cash on hand to pay down an
aggregate amount of $60.5 million of outstanding unsecured callable bank debt, which results in an
extension of Stewarts debt maturities.
The Notes, the subsidiary guarantees and the underlying shares of common stock that may be
delivered upon conversion of the Notes have not been registered under the Securities Act or any
state securities laws, and, unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the Securities Act and
applicable state laws. This press release shall not constitute an offer to sell or the
solicitation of any offer to buy any of these securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Stewart Information Services Corporation (NYSE-STC) is a customer-driven, technology-enabled,
strategically competitive real estate information, title insurance and transaction management
company. Stewart provides title insurance and related information services required
for settlement
by the real estate and mortgage industries throughout the United States and in international markets. Stewart also provides post-closing
lender services, automated county clerk land records, property ownership mapping, geographic
information systems, property information reports, flood certificates, document preparation,
background checks and expertise in tax-deferred exchanges. More information can be found at
www.stewart.com.
Forward-looking statements. Certain statements in this news release are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to future, not past, events and often address our expected future
business and financial performance. These statements often contain words such as expect,
anticipate, intend, plan, believe, seek, will or other similar words. Forward-looking
statements by their nature are subject to various risks and uncertainties that could cause our
actual results to be materially different than those expressed in the forward-looking statements.
These risks and uncertainties include, among other things, the severity and duration of current
financial and economic conditions, continued weakness or further adverse changes in the level of
real estate activity, our ability to respond to and implement technology changes, including the
completion of the implementation of our enterprise systems, including the implementation of our
enterprise systems the impact of unanticipated title losses on the need to further strengthen our
policy loss reserves, any effect of title losses on our cash flows and financial condition, the
impact of our increased diligence and inspections in our agency operations, the impact of changes
in governmental and insurance regulations, our dependence on our operating subsidiaries as a source
of cash flow, the continued realization of expected expense savings resulting from our expense
reduction steps taken in 2008, our ability to access the equity and debt financing markets, our
ability to grow our international operations, and our ability to respond to the actions of our
competitors. These risks and uncertainties, as well as others, are discussed in more detail in our
documents filed with the Securities and Exchange Commission, including our Annual Report on Form
10-K for the year ended December 31, 2008 and our Current Reports on Form 8-K. We expressly
disclaim any obligation to update any forward-looking statements contained in this news release to
reflect events or circumstances that may arise after the date hereof, except as may be required by
applicable law.