Exhibit 99.1
Primus Guaranty, Ltd.
Primus (Bermuda) Ltd.
Primus CLO I, Ltd.
Primus CLO II, Ltd.
Passive Foreign Investment Company (PFIC) Information
Based on the operations, income and assets of our entire group, and in particular the operations, income and assets of Primus Financial Products, LLC, Primus Guaranty, Ltd. believes that Primus Guaranty, Ltd. and Primus (Bermuda) Ltd. should satisfy either or both of the “income” or “asset” tests and as a result should be and continue to be PFICs. Additionally, Primus (Bermuda) Ltd. has invested in Primus CLO I, Ltd. and, until selling all of its interests on December 8, 2010, had invested in Primus CLO II, Ltd. Each of Primus CLO I, Ltd. and Primus CLO II, Ltd. has provided a PFIC Annual Information Statement to Primus (Bermuda) Ltd., prepared on the assumption that (i) each of Primus CLO I, Ltd. and Primus CLO II, Ltd. is a PFIC and (ii) the subordinated notes held by Primus (Bermuda) Ltd. in each of Primus CLO I, Ltd. and Primus CLO II, Ltd. is equity for U.S. federal income tax purposes.
Holders of Primus Guaranty, Ltd. common shares are urged to consult with their tax advisors as to the tax consequences of holding shares directly (in the case of Primus Guaranty, Ltd.) and indirectly (in the case of Primus (Bermuda) Ltd., Primus CLO I, Ltd. and Primus CLO II, Ltd.) of PFICs and the possible advisability of electing to have each of Primus Guaranty, Ltd., Primus (Bermuda) Ltd., Primus CLO I, Ltd. and Primus CLO II, Ltd. treated as a “qualified electing fund”, or QEF, or of making a mark-to-market election with respect to Primus Guaranty, Ltd. In general, once an election is made, the election applies to all subsequent years.
To assist shareholders that are making QEF elections with respect to Primus Guaranty, Ltd., Primus (Bermuda) Ltd., Primus CLO I, Ltd. and Primus CLO II, Ltd., Primus Guaranty, Ltd. has prepared PFIC Annual Information Statements for the tax year ended December 31, 2010 for Primus Guaranty, Ltd. (see page 3) and Primus (Bermuda) Ltd. (see page 5). Additionally, Primus Guaranty, Ltd. is providing for your convenience the PFIC Annual Information Statements prepared and provided by Primus CLO I, Ltd. and Primus CLO II, Ltd.; however, please note that Primus Guaranty, Ltd. did not prepare and is not responsible for the information contained in the PFIC Annual Information Statements provided by Primus CLO I, Ltd. and Primus CLO II, Ltd. These information statements are attached.
Primus (Bermuda) Ltd. owns 25% of the subordinated notes issued by Primus CLO I, Ltd. and, until selling all of its interests on December 8, 2010, owned 25% of the subordinated notes issued by Primus CLO II, Ltd. Based on the assumptions reflected in the PFIC Annual Information Statements that have been provided by Primus CLO I, Ltd. and Primus CLO II, Ltd., 25% of the income shown on such statements is attributable to Primus (Bermuda) Ltd, with the income from Primus CLO II, Ltd. prorated for the number of days Primus (Bermuda) Ltd owned the subordinated notes during 2010. Shareholders that acquired or disposed of shares between December 8, 2010 and December 31, 2010 should consult their tax advisors as to how to handle the QEF income attributable to Primus CLO II, Ltd. On this basis, shareholders of Primus Guaranty, Ltd. would calculate their QEF income with respect to each of Primus CLO I, Ltd. and Primus CLO II, Ltd. according to the table provided below.
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