Provident Funding Associates, L.P. And PFG Finance Corp. Announce Tender Offer For 10.25% Senior Secured Notes Due 2017 And Solicitation Of Consents For Proposed Amendments To The Related Indenture

SAN BRUNO, Calif., May 20, 2013 /PRNewswire/ -- Provident Funding Associates, L.P. (the "Company") and PFG Finance Corp. (the "Co-Issuer" and, together with the Company, the "Issuers") announced today that they commenced a tender offer to purchase for cash (the "Tender Offer") any and all of the $400 million aggregate principal amount outstanding of their 10.25% Senior Secured Notes due 2017 (the "Notes") and a solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of May 20, 2013 (the "Offer to Purchase and Consent Solicitation Statement"), and related consent and letter of transmittal. The Tender Offer will expire at 12:00 midnight, New York City time, on June 17, 2013.

Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on June 3, 2013 and accepted for purchase will receive total consideration of $1,134.01 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes a consent payment of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be June 4, 2013.

Pursuant to the Consent Solicitation, the Issuers are soliciting from holders of the Notes consents to (i) amendments to the indenture governing the Notes that would eliminate most of the covenants, certain events of default applicable to the Notes and amend certain other provisions contained in such indenture and the Notes (the "Majority Consent Amendments") and (ii) the release of the liens on the assets that secure the Notes and the indenture and make any amendments to the indenture and related security agreements necessary to effect the release of the liens securing the Notes (the "Two-Thirds Consent Amendments"). Adoption of the Majority Consent Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Adoption of the Two-Thirds Consent Amendments requires the consent of the holders of at least 66 2/3% of the outstanding principal amount of the Notes. Any holder who tenders Notes pursuant to the Tender Offer must consent to both the Majority Consent Amendments and the Two-Thirds Consent Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on June 3, 2013, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Holders of Notes that are validly tendered after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,104.01 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be June 18, 2013. Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment. Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein. The Issuers may amend, extend or terminate the Tender Offer and the Consent Solicitation in their sole discretion.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related consent and letter of transmittal, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offer and the Consent Solicitation should contact the dealer manager, BofA Merrill Lynch, at (800) 292-0070 (toll free) or (980) 387-3907 (collect) or the information agent, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) or (800) 628-8532 (toll-free).

The Company is a leading private, independent mortgage company that originates and services residential mortgage loans.  For the year ended December 31, 2012, the Company was the largest wholesale mortgage originator, the third largest direct non‑bank mortgage originator and the eighth largest direct mortgage originator in the United States, in each case in terms of loans funded directly to the borrower, with $31.5 billion in mortgage loan origination volume.  For the year ended December 31, 2012, the Company's originations totaled $35.8 billion, including loans originated through its correspondent channel.

The Co-Issuer is a wholly-owned special purpose finance subsidiary of the Company that conducts no business activities other than serving as an issuer of the Notes and other comparable financing activities.

Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

Contact:

Provident Funding Associates, L.P.
851 Traeger Avenue
San Bruno, California 94066
(650) 652‑1300

Investors:
Tim Maimone, (650) 652-1300
[email protected]

SOURCE Provident Funding Associates, L.P.

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