Stewart Information Services Corporation (NYSE: STC) today announced the pricing of its public offering of $450 million aggregate principal amount of its 3.600% senior notes due 2031. The offering is expected to close on November 24, 2021, subject to customary closing conditions.
The notes will be general senior unsecured obligations of the Company and will rank equally in right of payment with the company's existing and future senior unsecured indebtedness. Interest will be paid semi-annually on November 15 and May 15, beginning May 15, 2022.
The Company intends to use the net proceeds from the offering to repay all outstanding borrowings under its term loan facility and for general corporate purposes, which may include, among other possible uses, acquisitions, funding for working capital, the repayment or repurchase of debt or other liabilities, repurchase of the Company's capital stock and other capital expenditures. The Company may also use the net proceeds for temporary investments until the Company needs them for general corporate purposes.
Goldman Sachs & Co. LLC and PNC Capital Markets LLC are acting as joint lead book-running managers for the offering.
The offering is being made pursuant to a registration statement on Form S-3 (including a base prospectus), that was filed by the Company with the Securities and Exchange Commission (the "SEC") and became automatically effective upon filing on July 31, 2020. The offering is being made only by means of a prospectus supplement (including the accompanying base prospectus) that have been filed with the SEC and are available on the SEC's website located at www.sec.gov. A copy of the final prospectus supplement, when available, may be obtained from [Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-212-902-1171, facsimile: 212-902-9316, email: email@example.com or PNC Capital Markets LLC, Attention: Investment Operations, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, Toll-free: 855-881-0697, email: firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.
Stewart Information Services Corporation (NYSE-STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providerstm and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we are dedicated to becoming the premier title services company and we are committed to doing so by partnering with our customers to create mutual success.
Caution Regarding Forward-Looking Statements
This press release contains statements relating to Stewart's expectations, projections, beliefs, and prospects, which are "forward-looking statements" within the meaning of the federal securities laws and by their nature are uncertain. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the completion, timing and size of the public offering, the satisfaction of customary closing conditions related to the offering, the expected closing of the offering and references to whether Stewart will consummate the offering. Such forward-looking statements are not guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Stewart's business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to completion of the public offering and the satisfaction of customary closing conditions related to the public offering. Various factors could also adversely affect Stewart's operations, business or financial results in the future and cause Stewart's actual results to differ materially from those contained in forward-looking statements, including, but not limited to: the duration and effects of the COVID-19 pandemic; adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; Stewart's ability to respond to and implement technology changes, including the completion of the implementation of Stewart's enterprise systems; the impact of unanticipated title losses or the need to strengthen Stewart's policy loss reserves; any effect of title losses on Stewart's cash flows and financial condition; the ability to attract and retain highly productive sales associates; the impact of vetting Stewart's agency operations for quality and profitability; independent agency remittance rates; changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; regulatory non-compliance, fraud or defalcations by Stewart's title insurance agencies or employees; Stewart's ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation; the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; Stewart's dependence on Stewart's operating subsidiaries as a source of cash flow; Stewart's ability to access the equity and debt financing markets when and if needed; Stewart's ability to grow Stewart's international operations; seasonality and weather; and Stewart's ability to respond to the actions of Stewart's competitors. These risks and uncertainties, as well as others, are discussed in greater detail in Stewart's filings with the SEC, including under the section entitled "Risk Factors" in its preliminary prospectus supplement and the documents incorporated by reference therein, which include its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC on May 4, 2021, August 3, 2021 and November 3, 2021, respectively, and its subsequent periodic reports filed with the SEC. There may be additional risks of which Stewart is not presently aware or that it currently believes are immaterial which could have an adverse impact on its business. Any forward-looking statements are based on Stewart's current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Stewart makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.
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