HAMILTON, Bermuda, Feb 29, 2008 (BUSINESS WIRE) -- Assured Guaranty Ltd. (NYSE:AGO) ("Assured" or "the Company")
announced today that it has signed an agreement for WL Ross & Co. LLC
("WL Ross") to purchase $250 million of common shares of Assured and
to provide a commitment to purchase up to $750 million of additional
common shares of Assured at the option of the Company. The closing of
the initial $250 million investment is subject to regulatory approvals
and other customary conditions. The closing of any subsequent
investments will require shareholder approval, which the Company will
request at its 2008 annual general meeting.
"We are extremely pleased that Wilbur Ross has chosen Assured as
his preferred investment vehicle in the financial guaranty industry,"
commented Dominic Frederico, President and Chief Executive Officer of
Assured Guaranty Ltd. "This flexible capital source will allow us to
continue to capitalize on the significant growth opportunities we see
and will support our further expansion in both the direct and
reinsurance markets."
Wilbur Ross, Chairman and Chief Executive Officer of WL Ross & Co.
LLC stated, "We believe that Assured has an excellent opportunity
during this time of uncertainty in the financial markets to provide
investors with credit enhancement products in both the public and
structured finance markets. We look forward to a long and profitable
association with Assured."
The purchase price per common share for the initial investment
will be the higher of (i) 97% of the average of $22.43 (the Company's
NYSE closing price on Friday, February 22, 2008) and the average NYSE
closing price for Friday, February 29, 2008 and Monday, March 3, 2008,
or (ii) $21.76 (97% of $22.43). A condition to closing the initial
investment is that Wilbur Ross, Chairman and Chief Executive Officer
of WL Ross, will be appointed to the Company's Board of Directors.
The additional $750 million commitment by WL Ross is available at
the option of the Company for one year from the date of the closing of
the $250 million investment. The price for subsequent investments will
be 97% of the volume weighted average price of the Company's common
shares for the 15 trading days prior to notice of any subsequent
investment. The ability of Assured to make a mandatory draw on the
$750 million commitment is subject to (i) the subsequent investment
price of Assured's common shares being no more than 17.5% above or
below the price per common share of the initial investment, (ii) the
maintenance of triple-A (stable) ratings for Assured Guaranty Corp.
and double-A (stable) ratings for Assured Guaranty Re Ltd. from
Standard & Poor's, Moody's and Fitch and the absence of material
adverse changes in the credit quality of the Company's financial
guaranty portfolio and investment portfolio from the most recently
publicly disclosed information at the time of a drawdown.
Merrill Lynch & Co. acted as exclusive financial advisor to
Assured on this transaction.
Assured Guaranty Ltd. is a publicly-traded Bermuda-based holding
company. Its operating subsidiaries provide credit enhancement
products to the U.S. and international public finance, structured
finance and mortgage markets. More information on the Company and its
subsidiaries can be found at www.assuredguaranty.com.
Cautionary Statement Regarding Forward-Looking Statements:
Any forward-looking statements made in this press release reflect
the Company'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, the Company's forward looking statements, including its
statements regarding the growth of its direct and reinsurance
businesses could be affected by many events. These events include 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 the Company's
business strategy, contract cancellations, developments or volatility
in the world's financial and capital markets, more severe or frequent
losses associated with products affecting the adequacy of the
Company's loss reserves, changes in regulation or tax laws,
governmental actions, natural catastrophes, the Company'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 the
Company'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.
The Company undertakes no obligation to publicly update or revise any
forward looking statements, whether as a result of new information,
future events or otherwise.
SOURCE: Assured Guaranty Ltd.
Assured Guaranty Ltd., Hamilton
Investors and Media:
Sabra Purtill, CFA, Managing Director, Investor Relations
and Strategic Planning, 212-408-6044 or 441-278-6665
spurtill@assuredguaranty.com
or
Christopher McNamee, Vice President, Investor Relations
212-261-5509
cmcnamee@assuredguaranty.com
or
WL Ross & Co. LLC, New York
Wilbur Ross, Chairman and Chief Executive Officer
212-826-2111
wlross@wlross.com