M&A - AMBAC FINANCIAL GROUP INC

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525155881

Filing Summary: On July 3, 2025, Ambac Financial Group, Inc. (the Company) and American Acorn Corporation entered into a First Amendment to the AAC Sale Agreement, extending the end date for the transaction to December 31, 2025. This amendment includes a 90-day automatic extension if regulatory approvals are not obtained by the new end date. Additionally, the parties formalized a Letter Agreement concerning various arrangements, including the conversion of a Warrant linked to the AAC Transaction. This Warrant allows for conversions under specified conditions, with the total payments to the Investor capped at $70 million. The Letter Agreement also revised certain terms of the Investor Rights Agreement, where the Investor will no longer have the right to designate a Board member. Furthermore, there are provisions for cooperation regarding office leases and adjustments to company payments. A press release was issued on July 7, 2025, announcing these updates.

Form Type: ARS

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000087450125000080

Filing Summary: In 2024, Ambac Financial Group, Inc. underwent significant transformations with two pivotal transactions. The company completed the sale of its legacy financial guarantee business to funds managed by Oaktree Capital Management for $420 million, and concurrently acquired Beat Capital Partners, a London-based managing general agent (MGA) incubator. This strategic move aims to enhance Ambac's distribution capabilities and establish a global footprint. The sale of Ambac Assurance Corporation (AAC) and Ambac Assurance UK (AUK) marks a shift in focus towards building a profitable property and casualty insurance platform. The acquisition of Beat is expected to drive strong organic growth, with forecasts aiming for an adjusted EBITDA of $80-90 million by 2028. Cirrata, Ambac's insurance distribution platform, reported substantial growth, significantly increasing its revenue and adjusted EBITDA by 93% and $20 million, respectively. The firm anticipates further improvements in performance metrics as it scales its operations. A review of management emphasizes commitment to innovation and excellence, positioned for long-term shareholder value creation following the completion of these transformative transactions.

Form Type: DEF 14A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000087450125000078

Filing Summary: Ambac Financial Group, Inc. is preparing for its 2025 Annual Meeting of Stockholders scheduled for May 28, 2025. The meeting will be held in a virtual format, allowing stockholders to participate from anywhere with internet access. Key business items include the election of seven members to the Board of Directors, advisory votes on executive compensation, and the ratification of KPMG LLP as the independent auditor for the fiscal year 2025. Significant developments in 2024 include the sale of its Legacy Financial Guarantee business to Oaktree Capital Management for $420 million and the acquisition of a majority stake in Beat Capital Partners, aiming to enhance Ambac's global distribution capabilities. The company experienced substantial growth in its specialty property and casualty insurance sector, with a notable increase in gross premiums written. Efforts toward corporate governance include extensive stockholder engagement and adjustments to performance metrics for executive compensation, reflecting a commitment to aligning management incentives with shareholder interests. The document emphasizes the importance of participation and action by stockholders in these corporate decisions.