The PMI Group, Inc. Announces the Filing of a Registration Statement for a Proposed Exchange Offer for Its 2.50% Senior Convertible Debentures Due 2021.WALNUT CREEK Walnut Creek, residential city (1990 pop. 60,569), Contra Costa co., W Calif., in the San Francisco Bay area; inc. 1914. It is the trade and shipping center of an extensive agricultural area where walnuts are among the major product. , Calif. -- The PMI Group The PMI Group (NYSE: PMI) is a provider of credit enhancement products that promote homeownership and the provision of services essential to the building of strong communities. , Inc. (NYSE NYSE See: New York Stock Exchange :PMI See Private Mortgage Insurance. ) announced today that it has filed a registration statement with the Securities and Exchange Commission relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc a proposed exchange offer relating to its currently outstanding 2.50% Senior Convertible Debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. due 2021. In the proposed exchange offer, PMI will offer to exchange, upon the terms and subject to the conditions set forth in the prospectus relating to the exchange offer and the accompanying letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , a new series of 2.50% Senior Convertible Debentures due 2021 and an exchange fee of $3.50 for all of its existing 2.50% Senior Convertible Debentures due 2021. The purpose of the proposed exchange offer would be to change certain of the terms of the existing debentures, including the addition of a net share settlement feature. The net share settlement feature would allow PMI to satisfy its obligation due upon conversion to holders of the new debentures in cash for a portion of the conversion obligation, reducing the share dilution associated with the conversion of the new debentures. In addition, it is expected that the new debentures would provide that PMI would eliminate PMI's option to issue shares in lieu of paying cash if and when PMI repurchases new debentures at the option of holders or in connection with a change of control. A registration statement relating to the new debentures to be issued in the exchange offer has been filed with the Securities and Exchange Commission but has not yet become effective. The new debentures may not be issued, nor may the exchange offer be accepted, prior to the time the registration statement becomes effective. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities. There shall not be any sale of the new debentures to be issued in the exchange in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of such state. At the time the exchange offer is commenced, PMI will file a Tender Offer Statement with the Securities and Exchange Commission. The Tender Offer Statement (including the prospectus attached as an exhibit thereto, a related letter of transmittal and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the exchange offer. The prospectus, the related letter of transmittal and certain other offer documents will be made available to all holders of the 2.50% Senior Convertible Debentures due 2021 at no expense to them. The Tender Offer Statement (including the prospectus, the related letter of transmittal and all other offer documents filed with the Securities and Exchange Commission) will also be available for free at the Securities and Exchange Commission's website at www.sec.gov. Cautionary Statement: Certain matters discussed in this news release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding PMI's intention to conduct an exchange offer. PMI's ability to complete the exchange offer will depend, among other things, on market conditions and there can be no assurance that PMI will complete the exchange offer on the anticipated terms or at all. Risks and uncertainties related to PMI's business are discussed in PMI's SEC filings, including its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005 and Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2006. We undertake no obligation to update forward-looking statements. |
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