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8-K - FORM 8-K - PRIMUS GUARANTY LTD | c25316e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Primus Guaranty, Ltd. Announces Intent to Voluntarily De-List and De-Register Its Common Shares and Senior Notes
Hamilton, Bermuda November 29, 2011 Primus Guaranty, Ltd. (Primus Guaranty or the
Company) (NYSE:PRS) today announced that its Board of Directors has approved the voluntary
de-listing of its common shares (NYSE:PRS) (Shares), its
Preferred Share Purchase Rights (Rights) and its 7% senior notes due 2036 (NYSE:PRD)
(Notes) from the New York Stock Exchange and the
voluntary de-registration of its Shares, Rights and Notes under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). The Company
expects to file its Annual Report on Form 10-K for the year ending December 31, 2011 in the first
quarter of 2012 and thereafter cease filing reports with the U.S. Securities and Exchange
Commission (the SEC). The Companys Board of Directors authorized the de-listing and
de-registration of the Companys Shares, Rights and Notes after concluding that the consequences of
remaining an SEC-reporting company, including the costs associated with regulatory compliance,
outweighed the current benefits of public company status to the Company and its securityholders.
The Companys Board of Directors believes that the expense reductions inherent in de-listing and
de-registering its Shares, Rights and Notes will benefit the Company and its securityholders, and further
the Companys previously announced strategy of reducing its operating expenses.
In
deciding to voluntarily de-list and de-register the Shares, Rights and Notes, the Companys
Board of Directors considered several factors, including the following:
| the Companys strategic plan of amortizing the credit swap portfolio of Primus Financial
Products, LLC, containing expenses, and seeking to return capital to shareholders; |
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| the lack of an anticipated need to raise additional capital in the short term; |
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| the Companys current and anticipated future operations, staffing, and compensation
philosophy for employees; |
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| the significant costs, both direct and indirect, associated with the preparation and
filing of Primus Guarantys periodic reports with the SEC and complying with the U.S.
Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010, and other U.S. federal securities laws; and |
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| the potential impact of the de-registration and de-listing on Primus Guarantys
shareholders and noteholders, creditors, and other key constituencies. |
The
Company anticipates that following de-listing, its Shares, Rights and Notes will be quoted in
the OTC Pink market, a centralized electronic quotation service for over-the-counter securities, so
long as market makers demonstrate an interest in trading in the
Companys Shares, Rights and Notes. The
Company can provide no assurance that trading in its Shares, Rights or Notes will continue in the OTC
Pink or in any other forum.
The Company will continue to prepare and present to shareholders audited annual financial
statements in accordance with generally accepted auditing standards, as required by the Companys
Bye-Laws and the Companies Act, 1981 of Bermuda. The Company also intends to continue to produce
unaudited quarterly interim condensed financial statements. The audited annual and
unaudited interim quarterly financial statements, press releases and other information of
interest to investors will continue to be available on its Web site at
www.primusguaranty.com and are expected to be posted on the OTC Markets OTC Disclosure and
News Service portal.
The Company reserves the right to delay or withdraw its filings with the SEC for any reason
prior to their effectiveness.
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company with offices in New York. Through its subsidiary,
Primus Financial Products, LLC, the Company provides protection against the risk of default on
primarily investment grade corporate and sovereign reference entities.
Forward-Looking Statements
Some of the statements included in this press release and other statements Primus Guaranty may
make, particularly those anticipating future financial performance, business prospects, growth and
operating strategies, market performance, valuations and similar matters, are forward-looking
statements that involve a number of assumptions, risks and uncertainties, which change over time.
Any such statements speak only as of the date they are made, and Primus Guaranty assumes no duty
to, and does not undertake to, update any forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking statements, and future results could differ
materially from historical performance. For a discussion of the factors that could affect the
Companys actual results please refer to the risk factors identified from time to time in the
Companys SEC reports, including, but not limited to, Primus Guarantys Annual Report on Form 10-K,
as filed with the U.S. Securities and Exchange Commission.
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