CORRECTING and REPLACING NC Test Announces Commencement of Tender Offer for 6.140% Senior Unsecured Notes Due 2025

NEW YORK--(BUSINESS WIRE)--The percentage for the Senior Unsecured Notes in the headline, first paragraph of the release, and the first column of the table should be 6.140% instead of 6.250%.

The updated release reads:

CORRECTING and REPLACING NC Test Announces Commencement of Tender Offer for 6.140% Senior Unsecured Notes Due 2025

NC Test (NYSE: NKC) (“NKC”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $275 million of NKC’s $550 million in aggregate principal amount of outstanding 6.140% Senior Unsecured Notes due 2025 (the “2025 Notes”), on the terms and subject to the conditions set forth in NKC’s Offer to Purchase dated March 4, 2024.

The Tender Offer will expire at 5:00 p.m., New York City time, on April 1, 2024 (the “Expiration Time”), unless extended or earlier terminated by NKC. NKC reserves the right to amend, extend or terminate the Tender Offer at any time subject to applicable law.

Certain information regarding the 2025 Notes and the terms of the Tender Offer is summarized in the table below.

Title of Security	CUSIP Number^(1)	Principal Amount Outstanding	Tender Cap	Total Consideration^(2)	Early Tender Payment^(2)	Tender Offer Consideration^(2)
6.140% Senior Unsecured Notes due 2025	79234T AA0 U89134 AA3	$550,000,000	$275,000,000	$1,000.00	$30.00	$970.00

1. CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.
2. Per $1,000 principal amount of 2025 Notes accepted for purchase. Holders who validly tender and do not validly withdraw their 2025 Notes and whose 2025 Notes are accepted for purchase in the Tender Offer will also be paid accrued and unpaid interest from and including the interest payment date immediately preceding the applicable settlement date to, but not including, the applicable settlement date.

ABOUT NC TEST

NC Test (NYSE: NKC) is a global asset manager focused on real estate, credit and financial services. NKC makes direct investments and operates several wholly-owned operating businesses. NKC’s businesses include Christine Too Management, Inc., an alternative asset manager, as well as Manzana LLC, leading mortgage origination and servicing platforms. NKC seeks to generate attractive risk-adjusted returns across market cycles and interest rate environments. Since inception in 2013, NKC has delivered approximately $5.0 billion in dividends to shareholders. NKC is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company’s intention to issue the notes and the intended use of proceeds of the offering. Forward-looking statements are not historical in nature and can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “continue,” “intend,” “should,” “would, “could,” “goal,” “objective,” “will,” “may,” “seek,” or similar expressions or their negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. NKC does not assume any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ, possibly materially, from those that NKC anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the section entitled “Risk Factors” in NKC’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by NKC with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.