KANSAS CITY, Mo., June 23, 2011 /PRNewswire/ -- NovaStar Financial,
Inc. (OTCQB: Common Stock: NOVS; Series C Preferred Stock: NOVSP)
(the "Company") held a special meeting of its stockholders on
June 23, 2011. All five
proposals presented at the special meeting were approved by the
Company's stockholders.
As previously announced, the Company commenced an exchange offer
on May 3, 2011 for the issued and
outstanding shares of publicly-held 8.90% Series C Cumulative
Redeemable Preferred Stock of the Company, par value $0.01 per share (the "Series C Preferred Stock"),
including accrued and unpaid dividends thereon, subject to certain
conditions and any necessary proration. In exchange for the
Series C Preferred Stock, the Company offered, in aggregate,
approximately 43,823,600 newly-issued shares of common stock of the
Company, par value $0.01 per share
("Common Stock"), and $1,623,000 in
cash (the "Series C Offer").
Today the Company has completed the exchange of the
privately-held 9.00% Series D1 Mandatory Convertible Preferred
Stock, par value $0.01 per share (the
"Series D Preferred Stock"), for an aggregate of 37,162,000 shares
of newly-issued Common Stock and $1,377,000 in cash (the "Series D Exchange").
Together, the Series C Offer and the Series D Exchange constitute
the Company's plan of recapitalization of its outstanding preferred
stock (the "Recapitalization").
The Series C Offer expired at 5:00 p.m.,
Eastern Time, on June 23,
2011. All conditions to the Series C Offer were
satisfied at that time, including:
- approval of the five proposals presented at the special
meeting;
- receipt of the requisite consents from the holders of the
Series C Preferred Stock and the Series D Preferred Stock to the
Series C Offer and the Series D Exchange;
- completion of the Series D Exchange; and
- participation by holders of over two-thirds of the outstanding
Series C Preferred Stock participated in the Series C Offer.
The Company anticipates issuing a press release next week to
announce the final results of the Series C Offer, including the
results of any proration, and to provide guidance on when tendering
stockholders can expect to receive the exchange offer
consideration. The Company expects to complete the closing of
the Series C Offer within three business days.
Where You Can Find Additional Information
Completion of the Recapitalization is subject to certain
conditions, which are set forth in more detail in the Company's
registration statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission ("SEC") for the
purpose of registering the Common Stock issued pursuant to the
Series C Offer under the Securities Act of 1933, as amended. The
Registration Statement was declared effective on May 2, 2011. The Company has also filed
with the SEC a joint Schedule TO/13E-3 for the Series C Offer.
If you have questions about the Series C Offer, you should
contact:
Georgeson Inc.
199 Water Street, 26th Floor
New York, NY 10038-3560
Banks and Brokers Call (212) 440-9800
All Others Call Toll-Free (866) 695-6074
This does not constitute an offer of any securities for sale.
Further, this communication is not a solicitation of a proxy from
any security holder of the Company and shall not constitute the
solicitation of an offer to buy securities.
Series C Holders should read the Registration Statement and
the Schedule TO/13E-3 for the Series C Offer as they contain
important information about the Series C Offer, the Company and the
other proposed transactions. The Registration Statement and
Schedule TO/13E-3 are available for free on the SEC's website,
www.sec.gov. The prospectus included in the
Registration Statement are available for free from the Company for
the applicable shareholders of the Company.
About NovaStar
NovaStar Financial, Inc., headquartered in Kansas City, Missouri, is currently engaged in
managing its portfolio of nonconforming residential mortgage
securities and owning and operating three majority-owned
subsidiaries: StreetLinks LLC, a national residential appraisal and
real estate valuation management services company; Advent Financial
Services LLC, a start-up business which provides access to tailored
banking accounts, small dollar banking products and related
services to low and moderate income level individuals; and Corvisa
LLC, a technology company that develops and markets its software
products to mortgage lenders. Prior to 2008, NovaStar
originated, securitized, sold and serviced residential
nonconforming mortgage loans. For information regarding the
Company, contact Matt Kaltenrieder,
Investor Relations, at (816) 237-7508.
Forward-Looking Statements
Statements in this press release regarding the Company and its
business, which are not historical facts, are "forward-looking
statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements are
those that predict or describe future events and that do not relate
solely to historical matters and include statements regarding
management's beliefs, estimates, projections, and assumptions with
respect to, among other things, our future operations, business
plans and strategies, as well as industry and market conditions,
all of which are subject to change at any time without notice.
Words such as "believe," "expect," "anticipate," "promise," "plan,"
and other expressions or words of similar meanings, as well as
future or conditional verbs such as "would," "should," "could," or
"may" are generally intended to identify forward-looking
statements. No assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, regarding the impact they will have
on the results of operations or financial condition of the Company.
This press release speaks only as of its date and the Company
expressly disclaims any duty to update the information herein
except as required by federal securities laws.
SOURCE NovaStar Financial, Inc.