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PRS > SEC Filings for PRS > Form 8-K on 29-Nov-2011All Recent SEC Filings

Show all filings for PRIMUS GUARANTY LTD

Form 8-K for PRIMUS GUARANTY LTD


29-Nov-2011

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standar


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d) Primus Guaranty, Ltd. (the "Registrant") today announced that it has notified The New York Stock Exchange (the "NYSE") of its intent to voluntarily de-list its common shares, $.08 par value per share ("Shares"), its Preferred Share Purchase Rights to purchase one one-hundredth of a Series A Junior Participating Preferred Share, $0.01 par value per share ("Rights"), and its 7% senior notes due 2036 ("Notes") from the NYSE and de-register the Shares, Rights and Notes under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). In connection therewith, the Registrant notified the NYSE of its intention to file, on or about December 9, 2011, a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") to voluntarily de-list the Shares, Rights and Notes. The Shares, Rights and Notes will continue to be listed on the NYSE through December 19, 2011 and will no longer be listed on the NYSE thereafter. The Registrant anticipates that following de-listing, the Shares, Rights and Notes will be quoted in the OTC Pink market, a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Shares and the Notes. The Registrant can provide no assurance that trading in the Shares, Rights or Notes will continue in the OTC Pink or in any other forum. A copy of the press release announcing the Company's intention to de-list and de-register the Shares, Rights and Notes is furnished as Exhibit 99.1 hereto. This exhibit shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference in any filing by the Registrant under the U.S. Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

   Exhibit No.    Description

         99.1     Press Release dated November 29, 2011 issued by the Registrant.


Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRIMUS GUARANTY, LTD.

By: /s/ Vincent B. Tritto
Vincent B. Tritto
General Counsel

(Duly Authorized Officer)

Date: November 29, 2011


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