Business Context and Reporting Period
Company: Assured Guaranty Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: June 9, 2009
Reporting Period: Events occurring on June 9, 2009, and June 10, 2009.
This filing reports the entry into material definitive agreements regarding the acquisition of Financial Security Assurance Holdings Ltd. (FSAH) from Dexia Holdings, Inc. and Dexia Credit Local S.A.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses on transactional terms rather than operational results.
Transaction Specific Values:
- Director Share Purchase (Cash): $2,817,747.50 for 130,150 shares of FSAH owned by directors.
- Director Share Purchase (Stock Exchange): Shares owned by Sean W. McCarthy and Robert Cochran to be exchanged for Assured Guaranty Ltd. common shares valued at $21.65 per share.
Material Changes Versus Prior Period
The filing details amendments to the Purchase Agreement originally entered on November 14, 2008. Key changes include:
- Conditions Satisfied: Confirmation that all conditions to closing (except those satisfied at closing) have been met or waived. June 9, 2009, is designated as the "Satisfaction Date."
- Closing Timeline: The parties agreed the closing will not be later than July 24, 2009, with an intention to close on July 1, 2009.
- Agreement Terms: Amendments to covenants, indemnification provisions, assignment provisions, annexes, and disclosure schedules regarding post-closing operations.
Guidance, Outlook, and Risks
Outlook and Management Commentary:
- The Company intends to close the acquisition of FSAH on July 1, 2009.
- A back-stop commitment from WLR Recovery Fund IV, L.P. has been amended to clarify the timing of share purchases and the Investor's pre-emptive rights regarding a potential public offering to finance the acquisition.
Risks and Contingencies:
- The filing incorporates by reference the full text of the Agreement and Amendment (Exhibit 10.1) and the Second Amendment to the Investment Agreement (Exhibit 10.2) for detailed terms.
- The transaction involves the indirect purchase of shares from directors and specific individuals, subject to the agreed valuation and exchange terms.
Important Facts for Investor Verification
- Verify the final closing date of the FSAH acquisition, currently targeted for July 1, 2009.
- Review Exhibit 10.1 for specific amendments to covenants and indemnification that may affect post-closing liabilities.
- Confirm the terms of the WLR Recovery Fund IV, L.P. back-stop commitment as amended in Exhibit 10.2, particularly regarding financing for the acquisition.
- Monitor the execution of the share exchange for directors Sean W. McCarthy and Robert Cochran at the $21.65 per share valuation.