Certain Bellemeade Re Entities Announce Tender Offers for Any and All of Certain Outstanding Classes of Series 2022-1 and 2022-2 Mortgage-Linked Notes
HAMILTON, Bermuda, June 17, 2025 /PRNewswire/ -- Bellemeade Re 2022-1 Ltd. ("BMIR 2022-1") and Bellemeade Re 2022-2 Ltd. ("BMIR 2022-2" together with BMIR 2022-1, as applicable, the "Issuers" and each, an "Issuer") today announced that they have commenced fixed-price cash tender offers (each an "Offer") for the purchase of any and all of the applicable Mortgage Insurance-Linked Notes listed in the table below (the "Notes") beginning Tuesday, June 17, 2025.
BofA Securities, Inc. has been engaged as the sole dealer manager (the "Dealer Manager") for each Offer. The applicable Issuer is offering to purchase any and all of the related Notes listed below. The applicable Total Consideration to be paid by BMIR 2022-1 or BMIR 2022-2, as the case may be, to holders that tender Notes accepted for purchase pursuant to the applicable Offer will be calculated based on the original principal amount of such tendered and accepted Notes, the applicable factor, and the Full Tender Offer Consideration or the Late Tender Offer Consideration, as applicable, identified in the table below, plus any accrued and unpaid interest under the applicable Indenture upon the terms and subject to the conditions set forth in the relevant Offer to Purchase of each of BMIR 2022-1 and BMIR 2022-2 dated June 17, 2025 (with respect to each of BMIR 2022-1 and BMIR 2022-2, as amended from time to time, each an "Offer to Purchase"). Capitalized terms used and not otherwise defined herein will have the meaning ascribed to such terms in the applicable Offer to Purchase.
The tender offer period will commence on Tuesday, June 17, 2025, and expire at 5 p.m.New York City time on Thursday, July 17, 2025 (the "Expiration Time"), unless extended. Holders must validly tender their notes at or prior to the Early Tender Time in order to be eligible to receive Total Consideration calculated based on the Full Tender Offer Consideration (see table below), which includes the Early Tender Payment. The Early Tender Time for the Offer is 5 p.m., New York City time, on Tuesday, July 1, 2025, unless extended, with respect to either series of Notes. Holders validly tendering their Notes after the Early Tender Time and at or prior to the Expiration Time will only be eligible to receive Total Consideration calculated based on the Late Tender Offer Consideration (see table below) and will not be eligible to receive the Early Tender Payment.
For Notes validly tendered prior to the Early Tender Time, we expect to publish the tender results on Wednesday, July 2, 2025 and have an early settlement on Thursday, July 3, 2025 (the "Early Settlement Date"); for Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time, we expect to publish the final tender results on Friday, July 18, 2025 and settle on Monday, July 21, 2025 (the "Final Settlement Date"). However, all dates and times are subject to change as described in each Offer to Purchase.
Notes validly tendered may be withdrawn at any time at or prior to 5 p.m., New York City time, on Tuesday, July 1, 2025, unless extended by the applicable Issuer, but not thereafter (except in certain limited circumstances where additional withdrawal rights are granted by such Issuer or otherwise required by law).
Series | Class of | 144A CUSIP | Original | Full Tender | Late Tender |
BMIR | M1-C | 078774AC0 | $119,736,000 | $1,031.88 | $981.88 |
BMIR | M1-B | 07876GAB6 | $105,000,000 | $1,094.69 | $1,044.69 |
This announcement is neither an offer to buy nor a solicitation of offers to buy any of these securities. None of the Issuers, the Dealer Manager, or Global Bondholder Services Corporation, as the tender agent and the information agent for each Offer (the "Information Agent"), make any recommendation that any holder of the securities tender or refrain from tendering all or any portion of the original principal amount of such holder's securities. Holders must make their own decisions whether to tender securities, and if so, decide on the original principal amount of securities to tender.
Each Offer is being made only upon the terms and subject to the conditions set forth in each Offer to Purchase. Copies of each Offer to Purchase may be obtained from the Information Agent through their website at https://www.gbsc-usa.com/bellemeade, or by calling (212) 430-3774 or (855) 654-2014 (toll-free). Questions regarding the Offer may be directed to BofA Securities, Inc. at (980) 387-3907 or (888) 292-0070 (toll-free); or Global Bondholder Services Corporation at (212) 430-3774 or (855) 654-2014 (toll-free).
This announcement does not constitute an invitation to participate in either Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such Offer under applicable securities laws or otherwise. The distribution of materials relating to each Offer, and the transactions contemplated by each Offer, may be restricted by law in certain jurisdictions where it is legal to do so. Each Offer is void in all jurisdictions where it is prohibited. If materials relating to each Offer come into your possession, you are required by the applicable Issuer to inform yourself of and to observe all of these restrictions. The materials relating to each Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and the Dealer Manager or any affiliate of the Dealer Manager is a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the applicable Issuer in that jurisdiction.
View original content:SOURCE Bellemeade Re 2022-1 Ltd. and Bellemeade Re 2022-2 Ltd.