Business Context and Reporting Period
Company: Assured Guaranty Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: April 8, 2008
Reporting Period: Specific event date of April 8, 2008.
Key Financial Metrics
This filing reports a specific capital transaction rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow).
- Capital Raised: $250.0 million in proceeds.
- Shares Issued: 10,651,896 common shares.
- Price Per Share: $23.47.
- Investor: Funds affiliated with WL Ross & Co. LLC.
Material Changes
The filing discloses two material events occurring on April 8, 2008:
- Unregistered Sale of Equity: The Company completed the sale of the "Initial Shares" to WL Ross & Co. LLC affiliates pursuant to an Investment Agreement dated February 28, 2008. The sale relied on the Section 4(2) exemption from registration. The Company agreed to file a shelf registration statement for the resale of these shares.
- Board Appointment: Wilbur L. Ross, Jr. was appointed as a director, effective immediately following the annual general meeting of shareholders on May 8, 2008. His term expires at the 2009 annual meeting. This appointment was a requirement of the Investment Agreement.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the closing of the investment agreement and the subsequent board appointment. It notes that Mr. Ross has not yet been appointed to any board committees but will receive a standard indemnification agreement.
Contingencies: The Investment Agreement stipulates that as long as the Investor beneficially owns shares with an aggregate purchase price of $250 million or more, the Company's Nominating and Governance Committee must nominate Mr. Ross (or a designee) for election as a director.
Risks: The filing does not explicitly list new risks, though the reliance on Section 4(2) exemption indicates the shares were sold to accredited investors based on specific representations regarding investment intent and experience.
Investor Verification Checklist
- Verify the terms of the Investment Agreement dated February 28, 2008, referenced in the filing.
- Confirm the filing of the shelf registration statement for the resale of the 10,651,896 shares.
- Review the Company's 2007 Form 10-K (Item 9B) and the 2008 Proxy Statement for details on related person transactions with WLR Recovery Fund IV, L.P.
- Monitor the outcome of the May 8, 2008 annual general meeting regarding the formal election of Wilbur L. Ross, Jr. to the Board.