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-99.1 - EX-99.1 - STEWART INFORMATION SERVICES CORP | h68197exv99w1.htm |
Exhibit 99.2
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 CLOSES PRIVATE PLACEMENT OF
6.00% CONVERTIBLE SENIOR NOTES DUE 2014
6.00% CONVERTIBLE SENIOR NOTES DUE 2014
HOUSTON (October 15, 2009) Today, Stewart Information Services Corporation (NYSESTC) announced
the closing of its previously-announced private placement of $65,000,000 aggregate principal amount
of 6.00% Convertible Senior Notes due 2014 (the Notes). This amount includes the exercise in
full of the initial purchasers over-allotment option to purchase $5,000,000 aggregate principal
amount of additional Notes. Stewart received aggregate net proceeds from the sale of the Notes of
approximately $62.3 million, after deducting the initial purchasers commissions and estimated
expenses.
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 an initial conversion rate of 77.6398 shares per $1,000 principal amount of Notes (equal
to a conversion price of $12.88 per share), subject to adjustment in certain circumstances. 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 are guaranteed by Stewarts wholly-owned subsidiary, Stewart Title Company, and certain
of its wholly-owned domestic subsidiaries. The Notes are not redeemable at the option of Stewart.
The holders 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 are senior unsecured
obligations of Stewart and 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 surrender their Notes for conversion only
for a combination of cash and common stock, upon the satisfaction of certain conditions.
Stewart intends to use the net proceeds from the offering 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 remaining net proceeds from the offering will be used for general corporate
purposes.
The Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended (the Securities Act). 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.
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.