Business Context and Reporting Period
This Form 8-K Current Report was filed by Assured Guaranty Ltd. on June 3, 2013, covering events occurring on May 31, 2013. The filing details a material definitive agreement regarding a share repurchase transaction.
Key Financial Metrics and Transaction Details
- Transaction Type: Share repurchase agreement.
- Counterparties: Funds associated with WL Ross & Co. LLC and Wilbur L. Ross, Jr. (collectively, the "WLR Funds").
- Shares Repurchased: 5 million common shares.
- Total Purchase Price: $109.7 million.
- Price Per Share: $21.94 (representing a 3% discount from the May 31, 2013, NYSE closing price).
- Funding Source: Existing funds.
- Remaining Repurchase Authorization: Approximately $71 million.
Material Changes and Ownership Impact
The transaction reduces the WLR Funds' and Mr. Ross's ownership stake in Assured Guaranty from approximately 10.5% to approximately 8% of total common shares outstanding. Post-transaction, the WLR Funds and Mr. Ross will hold approximately 14.9 million common shares. The filing does not provide comparative financial metrics such as revenue, profit, or cash flow for the period.
Outlook, Risks, and Management Commentary
The transaction is part of Assured Guaranty's previously announced share repurchase plan. The closing of the transaction is expected on June 5, 2013. The filing does not contain specific guidance, risk factors, or management commentary beyond the description of the agreement and its immediate impact on share ownership.
Key Facts for Investor Verification
- Verify the closing of the transaction on or around June 5, 2013.
- Confirm the updated share count and the WLR Funds' ownership percentage post-closing.
- Monitor the utilization of the remaining $71 million share repurchase authorization.
- Review the attached Share Purchase Agreement (Exhibit 10.1) for specific terms and conditions.