UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)—May 19, 2021
ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Bermuda | 001-32141 | 98-0429991 |
(State or other jurisdiction
of incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM 08 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 279-5700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | |
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered |
| Common Shares | $0.01 par value per share | AGO | New York Stock Exchange |
| Assured Guaranty Municipal Holdings Inc. 6-7/8% $100,000,000 Quarterly Interest Bonds due 2101 (and the related guarantee of Registrant) | AGO PRB | New York Stock Exchange |
| Assured Guaranty Municipal Holdings Inc. 6.25% $230,000,000 Quarterly Interest Bonds due 2102 (and the related guarantee of Registrant) | AGO PRE | New York Stock Exchange |
| Assured Guaranty Municipal Holdings Inc. 5.60% $100,000,000 Quarterly Interest Bonds due 2103 (and the related guarantee of Registrant) | AGO PRF | New York Stock Exchange |
| Assured Guaranty US Holdings Inc. 5.000% $500,000,000 Senior Notes due 2024 (and the related guarantee of Registrant) | AGO 24 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On May 19, 2021, Assured Guaranty US Holdings Inc. agreed to sell in a public offering $500,000,000 million of 3.150% Senior Notes due 2031. The notes will be fully and unconditionally guaranteed by Assured Guaranty Ltd.
Attached as Exhibit 1.1 is a copy of the underwriting agreement relating to such public offering. Attached as Exhibit 4.1 is the form of the Officer’s Certificate related to 3.150% Senior Notes due 2031, containing Form of 3.150% Senior Notes due 2031 as Exhibit A. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the notes and the guarantee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| 1.1 | |
| 4.1 | |
| 5.1 | |
| 5.2 | |
| 23.1 | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
| 23.2 | Consent of Mayer Brown LLP (included in Exhibit 5.2) |
SIGNATURES
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.
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| ASSURED GUARANTY LTD. |
| |
| |
| By: | /s/ ROBERT A. BAILENSON |
| | Name: Robert A. Bailenson
Title: Chief Financial Officer |
DATE: May 26, 2021
| | | | | | | | |
| ASSURED GUARANTY US HOLDINGS INC. |
| |
| |
| By: | /s/ ROBERT A. BAILENSON |
| | Name: Robert A. Bailenson
Title: Chief Financial Officer |
DATE: May 26, 2021
