Assured Guaranty Ltd. ("Assured”) (NYSE: AGO) today announced a public
offering of common shares and equity units.
Assured intends to offer, subject to market and other conditions, $400
million of its common shares in an underwritten registered public
offering. In connection with the offering, Assured intends to grant the
underwriters a 30-day option to purchase up to an additional $60 million
of its common shares.
Assured also intends to offer, subject to market and other conditions,
in a concurrent public offering 3,000,000 equity units, with an initial
stated amount of $50 per unit, or $150 million in the aggregate. In
connection with the offering of equity units, Assured intends to grant
the underwriters a 13-day option to purchase up to an additional 450,000
equity units, or $22.5 million. The equity units will initially consist
of a forward purchase contract and a 5% undivided beneficial ownership
interest in $1,000 principal amount senior note due 2014 to be issued by
Assured Guaranty U.S. Holdings, Inc., a subsidiary of Assured. The
senior notes will be fully and unconditionally guaranteed by Assured.
Under the purchase contract, holders are required to purchase Assured
common shares no later than June 1, 2012.
The closing of each offering is not contingent on the closing of the
other.
In November 2008, Assured agreed to purchase Financial Security
Assurance Holdings, Ltd. ("FSAH”) from a subsidiary of Dexia S.A.
("Dexia”) for $361 million in cash and up to 44,567,000 Assured common
shares. The cash purchase price will be increased by approximately $3
million for the purchase of shares of FSAH that are held by certain of
its directors. Assured has the option to reduce by up to half the number
of Assured common shares otherwise deliverable to Dexia in exchange for
cash at a price of $8.10 per Assured common share. Assured intends to
use the net proceeds from the offerings to pay the cash portion of the
purchase price and to reduce the number of shares otherwise deliverable
in the acquisition by up to approximately 22.28 million shares.
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 units
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 preliminary prospectus supplements
for each of the common share and equity units 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
preliminary 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
units 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.
