Assured Guaranty Ltd. ("Assured”) (NYSE:AGO) today announced that the
underwriters of its previously announced common share and equity unit
offerings have exercised their overallotment options in full.
In the common share offering the underwriters have exercised their
overallotment option to purchase an additional 5,775,000 common shares,
bringing the total number of common shares to be sold by Assured to
44,275,000, or approximately $487.0 million in the aggregate. The
additional common shares will be sold at the same $11.00 public offering
price as the original common shares.
In the equity unit offering the underwriters have exercised their
overallotment option to purchase an additional 450,000 equity units,
bringing the total number of equity units to be sold by Assured to
3,450,000, or approximately $172.5 million in the aggregate. The
additional equity units will be sold at the same $50 public offering
price, and have the same terms, as the original equity units.
Assured intends to use the net proceeds from the exercise of the
overallotment options, approximately $82.5 million (after deducting
underwriting discounts and commission but before expenses of the
offerings), for general corporate purposes.
The exercises of the overallotment options are expected to close at the
same time as the closings of the common share and equity unit offerings
on June 24, 2009. As previously announced, the acquisition of Financial
Security Assurance Holdings, Ltd. is expected to close on July 1, 2009.
Merrill Lynch & Co. and Deutsche Bank Securities Inc. are acting as
joint book-running managers for the common share offering and Merrill
Lynch & Co. is acting as sole book-running manager for the equity unit
offering.
The offerings are being made only by means of a prospectus supplement
and accompanying prospectus. Assured has filed a registration statement
(including a prospectus and related prospectus supplements for each of
the common share and equity unit offerings) with the U.S. Securities and
Exchange Commission (SEC) for the offerings to which this communication
relates. Before you invest, you should read the applicable prospectus
supplement and the accompanying prospectus for more complete information
about Assured and these offerings. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies may be obtained from Merrill Lynch & Co.,
Attention: Prospectus Department, 4 World Financial Center, New York, NY
10080 (1-212-449-1000) (with respect to the common share and equity unit
offerings) or Deutsche Bank Securities Inc., 100 Plaza One, Second
Floor, Jersey City, NJ 07311, (1-800-503-4611) (with respect to the
common share offering).
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any common shares or equity units, nor
will there be any sale of common shares or equity units in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating
subsidiaries provide credit enhancement products to the U.S. and
international public finance, structured finance and mortgage markets.
Any forward-looking statements made in this press release reflect
Assured’s current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties that may cause actual results to differ
materially from those set forth in these statements. For example,
Assured’s forward-looking statements, including its statements regarding
the FSA closing, could be affected by a significant reduction in the
amount of reinsurance ceded by one or more of our principal ceding
companies, rating agency action such as a ratings downgrade,
difficulties with the execution of Assured’s business strategy, contract
cancellations, developments in the world's financial and capital
markets, more severe or frequent losses associated with products
affecting the adequacy of Assured’s loss reserve impact of market
volatility on the marking to market on our contract written in credit
default swap form, changes in regulation or tax laws, governmental
actions, natural catastrophes, Assured’s dependence on customers,
decreased demand or increased competition, loss of key personnel,
technological developments, the effects of mergers, acquisitions and
divestitures, changes in accounting policies or practices, changes in
general economic conditions, other risks and uncertainties that have not
been identified at this time, management's response to these factors,
and other risk factors identified in Assured’s filings with the
Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the dates on which they are made. Assured undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
