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)—August 16, 2023
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.) |
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:
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| 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 US Holdings Inc. 5.000% Senior Notes due 2024 (and the related guarantee of Registrant) | AGO 24 | New York Stock Exchange |
| Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant) | AGO/31 | New York Stock Exchange |
| Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant) | AGO/51 | 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 7.01 Regulation FD.
On September 25, 2023, Assured Guaranty US Holdings Inc. (“AGUS”) will redeem all $330,000,000 outstanding principal amount of its 5.000% Senior Notes due 2024 (CUSIP 04621WAC4) (NYSE Trading Symbol: AGO 24) (the “Securities”).
The redemption price for the Securities to be redeemed will be 100% of the principal amount of the Securities; provided that, if greater, the redemption price will be the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (excluding interest accrued to the redemption date) from the redemption date to the maturity date discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the applicable treasury rate plus 40 basis points. In addition, the redemption price for the Securities to be redeemed will include accrued and unpaid interest to, but excluding, the redemption date of September 25, 2023. On and after the redemption date, interest will cease to accrue on the Securities.
Payment of the redemption price for the Securities will be made through the facilities of The Depository Trust Company. The Bank of New York Mellon Trust Company, N.A. is the trustee and paying agent for the Securities.
A notice of redemption will be issued to holders of the Securities. This Form 8-K shall not constitute a notice of redemption nor does it constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 8.01 Other Events.
On August 16, 2023, Assured Guaranty US Holdings Inc. agreed to sell in a public offering $350,000,000 of 6.125% Senior Notes due 2028. 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 the 6.125% Senior Notes due 2028, containing the Form of 6.125% Senior Notes due 2028 as Exhibit A. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the notes and the guarantee.
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| Item 9.01 | Financial Statements and Exhibits.
(d) Exhibits |
| |
Exhibit
Number | Description |
| 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) |
| 104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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: August 21, 2023
