Assured Guaranty, a provider of financial guaranty insurance, has provided a waiver to WL Ross & Company, allowing investment funds managed by WL Ross to purchase up to five million additional common shares of the company in open market transactions periodically.
The timing and amount of any such purchases are in the sole discretion of WLR Ross and they are not obligated to purchase any such shares. The additional shares purchased by the WL Ross Funds, if any, will be purchased from current shareholders and therefore will not result in an increase in shareholders’ equity at Assured or its subsidiaries.
If all five million additional shares were purchased, the WL Ross Funds would beneficially own 17.2 million shares or approximately 18.9% of the company’s outstanding common shares based on shares outstanding as of June 30, 2008.
Pursuant to a previously executed investment agreement, the WL Ross Funds purchased an aggregate of 10.7 million common shares of Assured in April 2008. Following this purchase, the WL Ross Funds beneficially owned approximately 13.4% of the company’s outstanding common shares. Any new common shares purchased will be subject to the voting limitations and transfer restrictions contained in the investment agreement.
The WL Ross Funds are also subject to a standstill provision restricting their ability to acquire additional common shares of the company.
Assured Guaranty has also been advised by WL Ross that it or one or more of its affiliated private equity partnerships may at various times during 2008 and 2009 enter into transactions that provide risk protection to the counterparty in the form of credit default swaps (CDS) with respect to credit exposures of certain bonds insured by a subsidiary of Assured.
The timing and terms of any such transactions are in the sole discretion of WL Ross or its affiliated private equity partnerships and they are not obligated to enter into any such transactions. WL Ross has also advised the company that they have adopted procedures intended to ensure that each CDS transaction is entered into in accordance with applicable securities laws and regulations and to avoid entering into any CDS transactions on the basis of material non-public information with respect to Assured.