Financial Guaranty Insurance Company (“FGIC”) announced it has launched a process for beneficial owners of certain FGIC-insured instruments and units (“Owners”) to join the Transaction Support Agreement, dated February 29, 2024, among FGIC and holders of certain FGIC-insured instruments and units (the “TSA”), and become eligible to receive an early joinder fee thereunder (the “Early Joinder Fee”).

The deadline for Owners to join the TSA and become eligible to receive the Early Joinder Fee is May 29, 2024, at 5:00 p.m. New York City time (the “Early Joinder Fee Deadline”). Owners should receive a notice (the “Notice”) with detailed instructions on how to complete and submit the required documentation to participate. The Notice is also available at https://deals.is.kroll.com/fgic.

The TSA provides for a transaction (the “Proposed Transaction”) that will accelerate the current long-term run-off of FGIC’s insured portfolio pursuant to the First Amended Plan of Rehabilitation for FGIC, dated June 4, 2013 (the “Existing Rehabilitation Plan”), A copy of the TSA is available at http://www.fgic.com/proposedacceleratedrunoff/ and https://deals.is.kroll.com/fgic.

Under the Proposed Transaction, on its effective date, all FGIC policies with outstanding DPO or DPO Accretion (each as defined in the Rehabilitation Plan) and/or projected future claims thereunder will be satisfied and discharged, in consideration of cash payments by FGIC to the respective holders of such policies in the aggregate amount, if any, shown on Annex 1 to the TSA for each such policy (with the allocable amount for each CUSIP insured by such policy also shown on this Annex 1) (a “Permitted Policy Distribution”).

The Proposed Transaction is conditioned on, among other things, receiving the support of the New York State Department of Financial Services (“NYSDFS”). Subject to this support, the TSA contemplates that the Proposed Transaction will be implemented pursuant to an amended rehabilitation plan (the “Amended Plan”), subject to approval by the Supreme Court of the State of New York (the “Court”) in a reopened rehabilitation proceeding pursuant to Article 74 of the New York Insurance Law. There can be no assurance that the NYSDFS will support the Proposed Transaction, or the Court will approve the Amended Plan.

To date, beneficial owners collectively holding FGIC-insured instruments and units representing approximately 68.5% of all Permitted Policy Distributions under the Proposed Transaction, are already parties to the TSA and committed to support the Proposed Transaction. FGIC believes that maximizing support for the Proposed Transaction by having additional Owners join the TSA will increase the prospects for the successful implementation of the Proposed Transaction.

Each Owner eligible to receive the Early Joinder Fee will receive, on the effective date of the Amended Plan, an additional cash payment calculated as 1.497% of such Owner’s share of the aggregate Initial Permitted Policy Distributions (as defined in the TSA) to be paid on account of the FGIC-insured instruments and units held by such Owner as of the Early Joinder Fee Deadline.

To join the TSA and become eligible to receive the Early Joinder Fee, Owners must comply with the instructions set forth in the Notice and submit the required documentation no later than the 5:00 p.m. New York City time on May 29, 2024. A copy of the Notice and the Joinder Agreement can be found on Kroll’s E-Portal system located at https://deals.is.kroll.com/fgic.

Owners are encouraged to read the TSA, including the term sheet (and all other exhibits, appendices, and schedules attached thereto), before joining the TSA.

About FGIC

FGIC is a New York stock insurance corporation and a wholly owned subsidiary of FGIC Corporation. FGIC emerged from rehabilitation on August 19, 2013, and is responsible for administering its outstanding insurance policies in accordance with the terms of the First Amended Plan of Rehabilitation for FGIC, dated June 4, 2013. Please visit www.fgic.com.

Investor and Media Contacts:

If you have any questions regarding FGIC and/or the Proposed Transaction, you can send an email to FGICinfo@is.kroll.com.

Additional Information:

Weil, Gotshal & Manges LLP is serving as counsel and Houlihan Lokey Capital, Inc. is serving as financial advisor.

FORWARD-LOOKING STATEMENTS

This notice contains “forward-looking statements” – that is, statements related to possible future events. Forward-looking statements often address expectations and beliefs as to future performance, results and business plans. You should not place undue reliance on forward-looking statements because they speak only as of the date they are made and are necessarily subject to risks and uncertainties that could cause actual results and performance to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based upon FGIC management’s current expectations and beliefs concerning future events. FGIC undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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