Certain Eagle Re Entities Announce Tender Offers for Any and All of Certain Outstanding of Series 2019-1 and 2020-1 Mortgage Insurance-Linked Notes

HAMILTON, Bermuda, June 26, 2023 /PRNewswire/ -- Eagle Re 2019-1 Ltd. ("EMIR 2019-1") and Eagle Re 2020-1 Ltd. ("EMIR 2020-1" and, together with EMIR 2019-1, 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 Monday, June 26, 2023.

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 EMIR 2019-1 or EMIR 2020-1, 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 applicable Tender Offer Consideration 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 EMIR 2019-1 and EMIR 2020-1 dated June 26, 2023 (with respect to each of EMIR 2019-1 and EMIR 2020-1, as amended from time to time, each an "Offer to Purchase") and related Notice of Guaranteed Delivery dated June 26, 2023 (collectively with the applicable Offer to Purchase, the "Offer Documents"). 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 Monday, June 26, 2023, and expire at 5 p.m. New York City time on Friday, June 30, 2023 (the "Expiration Time"), unless extended. Holders must validly tender their Notes at or prior to the Expiration Time. Notes validly tendered may be withdrawn at any time at or prior to 5 p.m., New York City time, on Friday, June 30, 2023, unless extended by the applicable Issuer, but not thereafter (except in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).

Holders whose Notes are purchased in the applicable Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the applicable Offer to Purchase) for the Notes. The Issuers expect the Settlement Date to occur on Wednesday, July 5, 2023. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Thursday, July 6, 2023, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

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 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 the Offer Documents. Copies of the Offer Documents may be obtained from the Information Agent through their website at https://www.gbsc-usa.com/eagle, 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.

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SOURCE Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd.