Answers to Questions About MAC’s Merger with and into AGM

On April 1, 2021, Municipal Assurance Corp. (MAC) completed its previously disclosed merger with and into its affiliate Assured Guaranty Municipal Corp. (AGM), with AGM as the surviving company. As a result, all insurance policies issued by MAC have become insurance obligations of AGM. As the surviving company of the merger, AGM has assumed all of MAC’s liabilities.

The insured ratings assigned to MAC-insured securities by S&P Global Ratings (S&P) and Kroll Bond Rating Agency (KBRA) are expected to be unaffected by MAC’s merger with and into AGM because MAC and AGM had the same financial strength ratings from S&P (AA/Stable) and KBRA (AA+/Stable) prior to the merger.

Select one of the following links to view the appropriate information:

Q&A for Issuers, Paying Agents, and Trustees of Securities Insured by MAC

Q&A for Investors in Securities Insured by MAC 

List of CUSIPs Insured by MAC

-----------------------------------------------------------

Q&A for Issuers, Paying Agents, and Trustees of Securities Insured by MAC

Do we need to do anything to make sure our MAC insurance policies are covered by AGM?

No. Because MAC has merged with and into AGM, and AGM is the surviving company, by operation of law, MAC’s outstanding insurance policies and obligations have become outstanding insurance policies and obligations of AGM.

Will the public insured rating(s) of our MAC-insured securities change?

No. The insured ratings assigned to MAC-insured securities by S&P Global Ratings (S&P) and Kroll Bond Rating Agency (KBRA) are expected to be unaffected by MAC’s merger with and into AGM because MAC and AGM had the same financial strength ratings from S&P (AA/Stable) and KBRA (AA+/Stable) prior to the merger.

On March 1, 2021, shortly after the transaction was announced, S&P published a bulletin in which it said that its ratings on AGM (AA/Stable) and MAC (AA/Stable) are unchanged following the announced merger of MAC with and into AGM.

Similarly, KBRA commented on March 1, 2021 that there will be no rating changes to any KBRA-rated municipal debt currently insured by MAC (AA+/Stable) as a result of the then anticipated transaction since all existing MAC insurance policies would (and have) become direct insurance obligations of AGM (AA+/Stable).

We are required to make regular financial and other information disclosures to MAC. Where do we send them now?

As an Assured Guaranty company, MAC shared surveillance resources with its affiliates, including AGM, and the procedures for providing municipal obligor disclosure information were the same for MAC and AGM, except for contact information. Beginning April 1, 2021, issuers should refer to the contact information and other disclosure guidelines on the Assured Guaranty website at assuredguaranty.com/munidisclosure.

Whom do I contact to make a policy claim or request a waiver or consent?

Please contact the appropriate member of our Surveillance Department based on the type of security:

Tax-Backed, Lease, Tax Allocation, Special Assessment
Karen Hofstein, khofstein@agltd.com, 212.339.3419

Water and Sewer, Public Power, Gas and Electric, Resource Recovery
Barbara Boulle, bboulle@agltd.com, 212.339.3504

Airport, Port, Mass Transit Fare Box, Parking Garage, Toll Road and Bridge
Valery Marfitsin, vmarfitsin@agltd.com, 212.339.3531

Healthcare, Public and Private University, Private School
Victor Chu, vchu@agltd.com, 212.339.3528

Where can I find the documents evidencing the merger of MAC with and into AGM?

A copy of the Agreement and Plan of Merger filed with the Department of Financial Services of the State of New York is available here.

How were issuers of securities insured by MAC notified about MAC’s merger with and into AGM?

A Notice Regarding Change of Insurer is being sent via email to each issuer of securities insured by MAC. A generic copy of the Notice is available here. For specific questions about the Notice, please email macmerger@agltd.com.

-----------------------------------------------------------

Q&A for Investors in Securities Insured by MAC

Are my bonds or notes still insured?

Absolutely. Due to the merger of MAC with and into AGM, AGM has the responsibilities under MAC’s outstanding insurance policies that MAC had before the merger.

Are there any changes to my insurance policy?

No. The insurance policies remain in full force and effect and have the same terms as when they were issued. The only difference is that claims, if any, will be paid by AGM.

Will the public insured rating(s) of my MAC-insured securities change?

No. The insured ratings assigned to MAC-insured securities by S&P Global Ratings (S&P) and Kroll Bond Rating Agency (KBRA) are expected to be unaffected by MAC’s merger with and into AGM because MAC and AGM had the same financial strength ratings from S&P (AA/Stable) and KBRA (AA+/Stable) prior to the merger.

On March 1, 2021, shortly after the transaction was announced, S&P published a bulletin in which it said that its ratings on AGM (AA/Stable) and MAC (AA/Stable) are unchanged following the announced merger of MAC with and into AGM.

Similarly, KBRA commented on March 1, 2021 that there will be no rating changes to any KBRA-rated municipal debt currently insured by MAC (AA+/Stable) as a result of the then anticipated transaction since all existing MAC insurance policies would (and have) become direct insurance obligations of AGM (AA+/Stable).

Where can I find a list of municipal bonds insured by MAC?

A list of MAC-insured municipal bonds, as identified by their CUSIPs, is available here.

Where can I obtain more information about AGM?

The AGM Investor Information section contains Financial Supplements and GAAP and statutory financial statements for AGM (assuredguaranty.com/investor-information/by-company/agm)

Where can I obtain financial information about MAC prior to its merger with and into AGM?

MAC’s most recent financial statements and financial supplements from prior to its merger are available here.

I have specific questions about my securities. Where should I direct them?

Please email our Investor Relations department at ir@agltd.com.