NovaStar Financial, Inc. Changes Record Date for Proposed Rights Offering
28 Août 2007 - 11:32PM
PR Newswire (US)
KANSAS CITY, Mo., Aug. 28 /PRNewswire-FirstCall/ -- NovaStar
Financial, Inc. (NYSE:NFI), a residential lender and mortgage
portfolio manager, today announced that it has rescinded the
previously set record date of August 27, 2007 for its previously
announced rights offering that would allow holders of NovaStar's
common stock and 9.00% Series D-1 Mandatory Convertible Preferred
Stock ("Series D-1 Preferred Stock") to purchase shares of its
9.00% Series D-2 Mandatory Convertible Preferred Stock (the "Series
D-2 Preferred Stock"). NovaStar has set September 7, 2007 as the
new record date (the "Record Date") for the rights offering.
Pursuant to the rights offering, NovaStar intends to distribute at
no charge to each eligible shareholder of record as of the close of
business on the Record Date non-transferable subscription rights,
each of which will entitle the holder to purchase one share of
Series D-2 Preferred Stock for $25.00 in cash. The number of rights
to be distributed to eligible shareholders will be determined as of
the Record Date, based on the number of shares of common stock and
Series D-1 Preferred Stock outstanding on that date. No fractional
rights will be distributed. Fractional rights will be rounded to
the nearest whole number, with such adjustments as may be necessary
to ensure that 4,047,000 shares of Series D-2 Preferred Stock are
offered in the rights offering. Rights offering materials,
including a prospectus supplement and accompanying prospectus and
the subscription rights certificates, will be mailed on or about
September 10, 2007 to eligible shareholders. The prospectus
supplement and accompanying prospectus will contain important
information about the rights offering, and shareholders are urged
to read them carefully when available. The rights offering will
expire at 5:00 p.m. Eastern Daylight Time on October 9, 2007,
unless extended by NovaStar. However, other than as may be
necessary to comply with requirements and regulations of the New
York Stock Exchange, the Securities and Exchange Commission or
other applicable laws, we may not extend the expiration date beyond
October 23, 2007 without the consent of the Investors (as defined
below). NFI reserves the right to cancel, amend, modify or
terminate the rights offering at any time prior to the expiration
date, for any reason. In connection with their purchase of the
Series D-1 Preferred Stock on July 16, 2007, affiliates of
MassMutual Capital Partners LLC and funds managed by Jefferies
Capital Partners IV LLC (collectively, the "Investors") have
entered into a standby purchase agreement with NovaStar, in which
the Investors agreed, subject to certain conditions, to purchase
the Series D-2 Preferred Stock not subscribed for in the rights
offering, up to the total of $101.175 million of Series D-2
Preferred Stock. NovaStar intends to file a post-effective
amendment to its existing effective shelf registration statement in
connection with the rights offering prior to the Record Date. The
proposed transaction is subject to completion of definitive
documentation and certain other conditions. This press release
shall not constitute an offer to sell, nor the solicitation of an
offer to buy, any securities, nor shall there be any sale of
securities mentioned in this press release in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. The rights offering will be made only by means of a
prospectus and a related prospectus supplement. When available,
copies of the prospectus and prospectus supplement may be obtained
from our information agent, Morrow & Co., Inc. at 470 West
Avenue, Stamford, CT 06902, telephone: (800) 607-0088. Shareholders
should watch for any additional press releases containing
additional pertinent information regarding the rights offering.
About NovaStar NovaStar Financial, Inc. (NYSE:NFI) is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities. The Company also
services a large portfolio of residential loans. NovaStar is
headquartered in Kansas City, Missouri, and has lending operations
nationwide. For more information, please reference our website at
http://www.novastarmortgage.com/. This Press Release contains
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, regarding management's
beliefs, estimates, projections, and assumptions with respect to,
among other things, the Company's ability to consummate the
transactions contemplated by this press release. Some important
factors that could affect our ability to consummate the
transactions contemplated by this press release include: our
ability to manage and operate our business during this difficult
period for the subprime industry; our ability to generate and
maintain sufficient liquidity on favorable terms; the size,
frequency and structure of our securitizations; our ability to
originate and sell loans at a profit; impairments on our mortgage
assets; increases in prepayment or default rates on our mortgage
assets; increases in loan repurchase requests; our ability to use
our net operating loss carryforwards and net unrealized built-in
losses; changes in the types of products we offer; inability of
potential borrowers to meet our underwriting guidelines; changes in
assumptions regarding estimated loan losses and fair value amounts;
our ability to improve and maintain effective internal control over
financial reporting and disclosure controls and procedures in the
future; finalization of the amount and terms of any severance
provided to terminated employees; finalization of the accounting
impact of our previously announced reductions in workforce; events
impacting the subprime mortgage industry in general, including
events impacting our competitors and liquidity available to the
industry; the initiation of margin calls under our credit
facilities; the ability of our servicing operations to maintain
high performance standards and maintain appropriate ratings from
rating agencies; our ability to generate acceptable origination
volume while maintaining an acceptable level of overhead;
residential property values; our continued status as a REIT and our
compliance with laws and regulations applicable to REITs; interest
rate fluctuations on our assets that differ from our liabilities;
our ability to acquire mortgage insurance at favorable prices or at
all; the outcome of litigation or regulatory actions pending
against us or other legal contingencies; our compliance with
applicable local, state and federal laws and regulations or
opinions of counsel relating thereto and the impact of new local,
state or federal legislation or regulations or opinions of counsel
relating thereto or court decisions on our operations; our ability
to adapt to and implement technological changes; compliance with
new accounting pronouncements; our ability to successfully
integrate acquired businesses or assets with our existing business;
the impact of general economic conditions; and the risks that are
from time to time included in our filings with the SEC, including
our Annual Report on Form 10-K for the year ended December 31,
2006, and our quarterly reports on Form 10-Q, for the periods
ending March 31, 2007 and June 30, 2007. Other factors not
presently identified may also cause actual results to differ. Words
such as "believe," "expect," "continue," "anticipate," "promise,"
"intend," "estimate," "project," "plan," "assume," "seek to" or the
negative of those terms and other expressions or words of similar
meanings, as well as future or conditional verbs such as "will,"
"would," "should," "could," or "may" are generally intended to
identify forward-looking statements. This press release speaks only
as of its date and we expressly disclaim any duty to update the
information herein. DATASOURCE: NovaStar Financial, Inc. CONTACT:
media, Richard M. Johnson, +1-913-649-8885, or investors, Jeffrey
A. Gentle, +1-816-237-7424, both of NovaStar Financial, Inc. Web
site: http://www.novastarmortgage.com/
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