Ambac Financial Group, Inc. (“Ambac”) (NYSE: AMBC), an insurance
holding company, yesterday signed a definitive agreement to sell
its legacy financial guarantee businesses, Ambac Assurance
Corporation (“AAC”) and Ambac UK (“AUK”), to funds managed by
Oaktree Capital Management, L.P. (“Oaktree”) for $420 million in
cash. Additionally, Oaktree will receive warrants to acquire up to
9.9% of Ambac common stock at a strike price of $18.50.
“Three years ago, we announced our vision and strategy to
transform Ambac into a specialty property and casualty insurance
platform,” Ambac President and Chief Executive Officer Claude
LeBlanc said. “The sale of our legacy financial guarantee business
is the final step in that transition, and it enables us to focus
solely on building a profitable P&C platform that will continue
to deliver long-term value for our shareholders.”
“Oaktree is proud to partner with and support Ambac in its
successful transformation,” said Oaktree Managing Director Greg
Share. “We recognize the progress AAC and AUK have made to de-risk
their insurance liabilities, which will continue post-closing in
partnership with the existing team.”
The transaction’s closing remains subject to customary
conditions, including regulatory approvals in the U.S. and U.K. and
approval by Ambac’s shareholders, and is expected to take place in
the fourth quarter of 2024 or first quarter of 2025.
Moelis & Company LLC served as exclusive financial advisor
and Debevoise & Plimpton LLP provided legal counsel to Ambac.
BlackRock’s Financial Markets Advisory team served as valuation
advisor and Kirkland & Ellis LLP served as legal counsel to
Oaktree.
Conference Call
Ambac Chief Executive Officer Claude LeBlanc and Chief Financial
Officer David Trick will hold a conference call for investors on
Wednesday, June 5, 2024, at 8:30 a.m. ET. A live audio webcast of
the call will be available through the Investor Relations section
of Ambac’s website,
https://ambac.com/investor-relations/events-and-presentations/.
Participants may also listen via telephone by dialing (877)
407-9716 (Domestic) or (201) 493-6779 (International).
About Ambac
Ambac Financial Group, Inc. (“Ambac”) is an insurance holding
company headquartered in New York City. Ambac’s core business is a
growing specialty P&C distribution and underwriting platform.
Ambac’s common stock trades on the New York Stock Exchange under
the symbol “AMBC”. Ambac is committed to providing timely and
accurate information to the investing public, consistent with our
legal and regulatory obligations. To that end, we use our website
to convey information about our businesses, including the
anticipated release of quarterly financial results, quarterly
financial, statistical, and business-related information. For more
information, please go to www.ambac.com.
The Amended and Restated Certificate of Incorporation of Ambac
contains substantial restrictions on the ability to transfer
Ambac’s common stock. Subject to limited exceptions, any attempted
transfer of common stock shall be prohibited and void to the extent
that, as a result of such transfer (or any series of transfers of
which such transfer is a part), any person or group of persons
shall become a holder of 5% or more of Ambac’s common stock or a
holder of 5% or more of Ambac’s common stock increases its
ownership interest.
About Oaktree
Oaktree is a leader among global investment managers
specializing in alternative investments, with $192 billion in
assets under management as of March 31, 2024. The firm emphasizes
an opportunistic, value-oriented and risk-controlled approach to
investments in credit, private equity, real assets and listed
equities. The firm has over 1,200 employees and offices in 23
cities worldwide. For additional information, please visit
Oaktree’s website at http://www.oaktreecapital.com/.
Forward-Looking Statements
In this press release, statements that may constitute
“forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Words such as “estimate,” “project,” “plan,” “believe,”
“anticipate,” “intend,” “planned,” “potential” and similar
expressions, or future or conditional verbs such as “will,”
“should,” “would,” “could,” and “may,” or the negative of those
expressions or verbs, identify forward-looking statements. We
caution readers that these statements are not guarantees of future
performance. Forward-looking statements are not historical facts
but instead represent only our beliefs regarding future events,
which may by their nature be inherently uncertain and some of which
may be outside our control. These statements may relate to plans
and objectives with respect to the future, among other things which
may change. We are alerting you to the possibility that our actual
results may differ, possibly materially, from the expected
objectives or anticipated results that may be suggested, expressed
or implied by these forward-looking statements. Important factors
that could cause our results to differ, possibly materially, from
those indicated in the forward-looking statements include, among
others, those discussed under “Risk Factors” in our most recent SEC
filed quarterly or annual report.
Any or all of management’s forward-looking statements here or in
other publications may turn out to be incorrect and are based on
management’s current belief or opinions. Ambac’s actual results may
vary materially, and there are no guarantees about the performance
of Ambac’s securities. Among events, risks, uncertainties or
factors that could cause actual results to differ materially are:
(1) the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the stock purchase agreement by and between Oaktree and
Ambac in connection with the proposed sale by Ambac to Oaktree of
all of the issued and outstanding shares of common stock of AAC
(the “Transaction”); (2) the outcome of any legal proceedings that
may be instituted against Ambac or Oaktree; (3) the failure to
obtain necessary regulatory approvals (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the expected benefits of the Transaction), and
Ambac shareholder approval or to satisfy any of the other
conditions to the Transaction on a timely basis or at all; (4) the
possibility that the Transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; (5) diversion of management’s attention from ongoing
business operations and opportunities; (6) potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the Transaction; (7) the ability of the parties to consummate the
Transaction and the timing of the Transaction; (8) the high degree
of volatility in the price of Ambac’s common stock; (9) uncertainty
concerning the Company’s ability to achieve value for holders of
its securities, whether from AAC and its subsidiaries or from the
specialty property and casualty insurance business, the insurance
distribution business, or related businesses; and (10) other risks
and uncertainties that have not been identified at this time.
Where to Find Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed sale of AAC to
Oaktree by Ambac (the “proposed transaction”). In connection with
the proposed transaction, Ambac intends to file a proxy statement
with the SEC. When completed, a definitive proxy statement and a
form of proxy will be mailed to the stockholders of Ambac.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the proxy
statement (when available) and other documents filed by Ambac with
the SEC at http://www.sec.gov. Free copies of the proxy statement,
once available, and Ambac’s other filings with the SEC may also be
obtained from the Company. Free copies of documents filed with the
SEC by Ambac will be made available free of charge on the Company’s
investor relations website at
https://ambac.com/investor-relations/investor-overview/default.aspx.
Participants in the Solicitation
Ambac and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and
executive officers of Ambac is set forth in its definitive proxy
statement, which Ambac filed with the SEC on April 26, 2024.
Investors may obtain additional information regarding the interests
of such participants by reading the proxy statement and other
relevant materials regarding the proposed transaction when they
become available.
Source: Ambac Financial Group, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240605957318/en/
Investors: Charles J. Sebaski Managing Director, Investor
Relations (212) 208-3177 csebaski@ambac.com
Media: Ambac Kate Smith Director, Corporate Communications (212)
208-3452 ksmith@ambac.com
Oaktree Shannon O’Connor FGS Global
mediainquiries@oaktreecapital.com
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