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AGO > SEC Filings for AGO > Form 8-K on 3-Jun-2013All Recent SEC Filings

Show all filings for ASSURED GUARANTY LTD | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Creation of a Direct Financial O

Item 1.01 Entry into a Material Definitive Agreement.

On May 31, 2013, Assured Guaranty Ltd. ("Assured Guaranty") entered into an agreement (the "Agreement") with funds associated with WL Ross & Co. LLC and its affiliates (collectively, the "WLR Funds") and Wilbur L. Ross, Jr. to purchase from the WLR Funds and Mr. Ross an aggregate of 5 million of Assured Guaranty's common shares for $109.7 million. The purchase price of $21.94 per share represents a 3% discount from the closing price of Assured Guaranty's common shares on the New York Stock Exchange on May 31, 2013. This share purchase will reduce the WLR Funds' and Mr. Ross's ownership of Assured Guaranty's common shares to approximately 14.9 million common shares, or to approximately 8% of Assured Guaranty's total common shares outstanding, from approximately 10.5% of such outstanding common shares. The purchase of these shares will be funded with existing funds and is part of Assured Guaranty's previously announced share repurchase plan. The transaction is expected to close on June 5, 2013. After giving effect to the transaction, approximately $71 million remains available under Assured Guaranty's current share repurchase authorization.

A copy of the Agreement is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Share Purchase Agreement, dated May 31, 2013, among Assured Guaranty Ltd., WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR AGO Co-Invest, L.P., WLR/GS Master Co-Investment, L.P., WLR IV Parallel ESC, L.P and Wilbur L. Ross, Jr.

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