Approximately 95% of votes cast approved the transaction
New York, October 16, 2024–(BUSINESS WIRE)–Ambac Financial Group, Inc. (“Ambac”) (NYSE: AMBC), an insurance holding company, announced today that its shareholders voted to approve a proposed acquisition agreement (the Proposed Sale) under which funds managed by Oaktree Capital Management, LP would acquire the company's legacy financial assurance businesses, Ambac Assurance Corporation and Ambac Assurance UK Limited.
Claude Leblanc, President and CEO of Ambac, said: “We are pleased to have achieved this important milestone towards closing the sale and would like to thank our shareholders for their overwhelming support.” . “This sale represents a meaningful step in a robust and thorough process to maximize the value of our traditional financial guarantee insurance business and achieve our strategy to transform Ambac into a specialist property and casualty insurance platform. We look forward to completing the transaction, subject to regulatory approval.” ”
Based on the final vote count at today's special meeting, Ambac has received the necessary approvals from the holders of a majority of the outstanding shares of its common stock as of the record date, with approximately 95% of the votes cast in favor of the proposed sale. approved. Ambac will file final voting results, certified by an independent examiner of elections, with the Securities and Exchange Commission on Form 8-K.
The transaction is expected to close in the fourth quarter of 2024 or the first quarter of 2025, subject to U.S. and U.K. regulatory approvals and other customary closing conditions.
Moelis & Company LLC served as exclusive financial advisor and Debevoise & Plimpton LLP provided legal counsel to Ambac.
About Unback
Ambac Financial Group, Inc. (“Ambac”) is an insurance holding company headquartered in New York City. Ambac's core business is a growing specialty insurance sales 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 in accordance with legal and regulatory obligations. To achieve this purpose, we use the website to communicate information about our business, including the anticipated release of quarterly financial results, quarterly financials, statistics, and business-related information. For more information, please visit www.ambac.com.
Ambac's amended and restated certificate of incorporation contains material restrictions on the transfer of Ambac's common stock. With limited exceptions, any attempted transfer of common stock is prohibited and, as a result of such transfer (or a series of transfers of which such transfer is a part), an individual or group of persons acquires 5% or more of Ambac's common stock. or holders of 5% or more of Ambac's common stock will have their ownership increased.
Forward-looking statements
This press release contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “'believe,' 'expect,' 'intend,' 'plan,' 'could,' and similar expressions, or 'would,' 'should,' 'would.' Future or conditional verbs such as “,” “could,” “might,” or the negative of such expressions or verbs identify forward-looking statements. Readers are cautioned that these statements are not guarantees of future performance. Forward-looking statements are not historical facts and represent only our beliefs regarding future events, which by their nature are inherently uncertain, some of which may be beyond our control. there is. These statements may relate to, among other things, plans and goals regarding the future, which are subject to change. The Company cautions that the Company's 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. I'm doing it. Important factors that could cause our results to differ materially from those expressed in the forward-looking statements include, among other things, “Risk Factors” in our most recent quarterly or annual report filed with the SEC. includes the factors described in “.
Some or all of management's forward-looking statements herein or in other publications may prove to be incorrect and are based on management's current beliefs and opinions. Actual results of Ambac and its subsidiaries (collectively, the “Company”) may differ materially and there can be no guarantee as to the performance of Ambac's securities. Events, risks, uncertainties or factors that could cause actual results to differ include: (1) the volatility of the price of Ambac's common stock; (2) uncertainties regarding our ability to create value for holders of our securities, whether through Ambac Assurance Corporation (“AAC”) and its subsidiaries or our specialty property and casualty insurance operations, insurance distribution operations, or related operations; sex. (3) the possibility that the reserves established for losses and loss expenses may be inadequate and changes in the loss reserves may cause our earnings or financial results to become more volatile; (4) the possibility of rehabilitation proceedings or other regulatory intervention or restrictions on AAC; (5) credit risk across our business; This includes credit risks associated with mortgage-backed securities, student loans and other asset securitizations, public financial obligations (including risks associated with Chapter 9 and other restructuring proceedings), and issuers but not limited to. securities within our investment portfolio and exposure to reinsurance companies and insurance distribution partners; (6) our inability to effectively reduce our insured financial guarantee exposures or achieve our recovery or investment objectives; (7) our inability to generate the significant amounts of cash necessary to repay our debt and financial obligations and refinance our debt; (8) Our significant indebtedness may adversely affect our financial condition and management flexibility. (9) Due to our significant indebtedness and financial condition, we may be unable to obtain financing, refinance outstanding debt or raise capital on acceptable terms, or at all. (10) Underwriting losses in our specialty non-life insurance business exceeded expectations. (11) failure of specialty insurance program partners to properly sell, underwrite, or administer insurance policies; (12) inability to obtain reinsurance coverage on expected terms; (13) the loss of significant business-generating relationships in our specialty casualty and insurance distribution businesses or our inability to secure additional relationships to generate expected results; (14) the effects of catastrophic public health, environmental or natural events, or global or regional conflicts; (15) Credit risk associated with large single risks, risk concentrations and correlated risks. (16) risks related to adverse selection as our financial guarantee insurance portfolio is depleted; (17) the risk that our risk management policies and practices do not anticipate the magnitude of certain risks and/or potential losses; (18) restrictive covenants in contracts and documents that impair our ability to pursue or achieve our business strategy; (19) any adverse impact on our results of operations or our financial condition resulting from actions taken to reduce financial guarantee risk in our insurance portfolio; (20) disagreements or disputes with our insurance regulators; (21) loss of control in transactions in which we provide financial guarantee insurance; (22) failure to realize expected recovery of financial guarantee losses; (23) risks associated with changes in the composition of securities in our investment portfolio; (24) failure of a financial institution with which the Company manages cash and investment accounts; (25) Adverse effects of changes in prevailing interest rates. (26) events or circumstances that result in the impairment of our intangible assets and/or goodwill recorded in connection with our acquisitions; (27) factors that could adversely affect the amount of installment premiums paid to us; (28) the risk of litigation, regulatory investigations, investigations, claims or proceedings, and the risk of adverse outcomes related thereto; (29) our ability to adapt to rapid regulatory changes; (30) actions of interested parties whose interests are inconsistent with the broader interests of Ambac stockholders; (31) system security risks, data protection breaches and cyber attacks; (32) The regulatory oversight of Ambac Assurance UK Limited (“Ambac UK”) and the applicable regulatory restrictions may affect our ability to realize value from Ambac UK or the amount of value that we ultimately realize. may have a negative impact. (33) failure of services or products provided by third parties; (34) political developments that disrupt the economies of countries in which we insure exposure; (35) our inability to attract and retain, or loss of, qualified executives, senior management and other employees; (36) Foreign exchange rate fluctuations. (37) the failure to realize our business expansion plans or the failure to create value of such plans; (38) increased competition in our specialty property and casualty insurance business and/or our insurance distribution business; (39) the loss or downgrade of the AM Best rating for our property/casualty insurance subsidiary; (40) disintermediation within the insurance industry or increased competition from technology-based insurance solutions and non-traditional insurance markets; (41) the adverse effects of market cycles on the property/casualty insurance industry; (42) changes in legislation or the functioning of the health care market that impair the business model of our accident and health care general underwriters; (43) the failure to complete the proposed sale of all of AAC's common stock and the transactions contemplated by the related stock purchase agreement (the “Sale Transactions”) in a timely manner or at all; (44) potential litigation related to the proposed sales transaction; (45) disruptions resulting from the proposed sales transaction that could harm Ambac's business, including its current plans and operations; (46) potential adverse effects or changes in business relationships resulting from the announcement or consummation of the proposed sales transaction; (47) difficulties in integrating acquired businesses into our operations or inability to realize the expected synergies of acquisitions; (48) failure to realize expected benefits from investments in technology; (49) Harmful acts and omissions of our business partners. (50) other risks and uncertainties not currently identified;
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contact address
Investor:
Charles J. Sebaski
Managing Director, Investor Relations
(212) 208-3177
[email protected]
media:
kate smith
Director of Corporate Communications
(212) 208-3452
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