HAMILTON, Bermuda, Oct. 15, 2019 (GLOBE NEWSWIRE) -- Syncora Holdings Ltd. (“Syncora”) today announced its intention to distribute 100% of the net sale proceeds from its previously announced agreement to sell Syncora Guarantee Inc. (“SGI”), its wholly-owned, New York financial guarantee insurance subsidiary, to Star Insurance Holdings LLC (“Star Insurance”), an entity organized by GoldenTree Asset Management LP (“GoldenTree”) on behalf of GoldenTree’s managed funds and accounts. As previously announced, Syncora agreed to sell SGI to Star Insurance for $429 million in cash, subject to adjustment. Costs associated with the sale, which include legal and advisory fees, compensation and severance costs, are expected to be up to $20 million.
Management, together with its tax advisors, continues to analyze the applicable tax considerations arising in connection with the sale of SGI and the distribution to Syncora equity holders of the related net sales proceeds. These tax analyses involve the evaluation of complex rules, the use of estimates and projections and are dependent upon many interrelated and tax year-dependent variables, including, among others, Syncora’s status as a Bermuda-domiciled company, the uncertainty concerning the timing of the closing of the SGI sale transaction, projections as to Syncora’s balance sheet and operations following the sale and distribution, current and historical earnings and profits for both Syncora Holdings US Inc. and Syncora, liquidation rules, withholding tax considerations, and potential Passive Foreign Investment Company Act (PFIC) implications. Management will disclose Syncora’s intended tax treatment of the distribution of the net sales proceeds from the sale of SGI as and when these tax-related analyses are complete, but no later than the date of distribution.
The closing of the transaction remains subject to customary conditions, including approval by the New York State Department of Financial Services, and is expected to take place by the end of the fourth quarter of 2019 or during the first quarter of 2020. The Company expects to distribute the net sales proceeds as soon as practicable following the closing of the transaction.
Syncora today also announced that it plans to host a conference call at 8:30 a.m. on November 15, 2019 to discuss its financial results for the nine months ended September 30, 2019. A press release detailing this period will be issued after market close on November 14, 2019; at the same time the Company's consolidated GAAP financial statements for the nine months ended September 30, 2019, and certain additional information relating to the financial results, will be made available on Syncora's website (www.syncora.com).
Syncora Holdings Ltd.
About Syncora Holdings Ltd.
Syncora Holdings Ltd. (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.
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.