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Syncora Holdings unit starts private exchange offers related to transaction support agreement

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Syncora Holdings unit starts private exchange offers related to transaction support agreement

SyncoraHoldings Ltd. unit Syncora Holdings US Inc. started private offersto exchange up to $55.2 million of SyncoraGuarantee Inc.'s outstanding 6% surplus notes due 2024 and up to$14.8 million of Syncora Guarantee's outstanding 5% surplus notes due 2011, ineach case including accrued and unapproved interest.

There is currently approximately $574.9 million outstanding principalamount of 2024 notes owned by third parties, including paid-in-kind interest,and about $144.2 million of 2011 notes owned by third parties, includingpaid-in-kind interest. For each $1 of the outstanding 2024 and 2011 notestendered, including paid-in-kind interest, noteholders will receive 0.301997 ofnew Syncora Holdings Ltd. common shares. The 55.2 million exchange cap for the2024 notes comprises about $45.8 million principal amount, plus accrued andunapproved interest of about $9.3 million. The $14.8 million exchange cap forthe 2011 notes is composed of about $11.5 million principal amount, plusaccrued and unapproved interest of about $3.3 million.

The exchange offers will expire at 12:00 noon ET on Aug. 5,unless extended or earlier terminated.

Moelis & Co. and Odeon Capital Group LLC are acting asco-dealer managers for the exchange offers.

In addition, Syncora Holdings Ltd. is soliciting proxiesfrom the holders of the company's outstanding fixed/floating series A perpetualnoncumulative preference shares to vote in favor of a resolution that will varythe terms attached to the existing preferred shares. Only eligible holders ofthe existing preferred shares and surplus notes will be authorized toparticipate in the exchange offers and/or participate in Syncora Holdings Ltd.'spreferred proxy solicitation.

The exchange offers and the amendment of the preferredshares' terms are part of a transactionsupport agreement. The participating security holders represent 83%of the existing Syncora Guarantee surplus notes and 85% of the existing SyncoraHoldings Ltd. preferred shares, in each case excluding the securities held bythe company.