BOSTON, Sept. 3, 2015 (GLOBE NEWSWIRE) — NewStar Financial, Inc. (Nasdaq:NEWS) (“NewStar”) announced today that it has commenced an offer to exchange all of its outstanding 7.25% Senior Notes due 2020 (the “Original Notes”), which are not registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of newly issued 7.25% Senior Notes due 2020 that have been registered under the Securities Act (the “Exchange Notes”).
The Exchange Notes are substantially identical to the Original Notes, except that the Exchange Notes have been registered under the Securities Act and will not bear any legend restricting their transfer. The Exchange Notes will be issued only upon cancellation of a like amount of currently outstanding Original Notes. NewStar will not receive any proceeds from the exchange offer.
NewStar is making this exchange offer to satisfy its obligations under a registration rights agreement entered into when it issued the Original Notes. Any Original Notes not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest, and NewStar will have no further obligation to provide for the registration of such notes under the Securities Act, except under certain limited circumstances.
Pursuant to the terms of the exchange offer, NewStar will accept for exchange any and all Original Notes validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on October 1, 2015 (the “Expiration Date”), unless extended. Tenders of Original Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on the Expiration Date.
The terms of the exchange offer and other information relating to NewStar are set forth in a prospectus dated September 2, 2015. Copies of the prospectus and the related letter of transmittal may be obtained from Global Bondholder Services, which is serving as the information agent for the exchange offer. Global Bondholder Services can be contacted at:
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3900
This press release does not constitute an offer to purchase any securities or the solicitation of an offer to sell any securities. The exchange offer is being made only pursuant to the prospectus dated September 2, 2015, and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
This press release includes “forward-looking statements,” which are statements other than statements of historical fact and are often characterized by the use of words such as “believes,” “expects,” “estimates,” “projects,” “may,” “will,” “intends,” “plans” or “anticipates,” or by discussions of strategy, plans or intentions. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those results indicated in the forward-looking statements include uncertainties relating to market conditions for corporate debt securities generally and for the securities of companies in our industry and for NewStar in particular.
Additional information about these and other risk factors can be found in NewStar’s filings with the Securities and Exchange Commission, including Item 1A (“Risk Factors”) of our 2014 Annual Report on Form 10-K , as amended.
CONTACT: Corporate Inquiries: NewStar Financial Robert K. Brown (617) 848-2558