Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - AMBAC FINANCIAL GROUP INC | a03-016ex991ambcprepressre.htm |
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): February 2, 2018
Ambac Financial Group, Inc. |
(Exact name of Registrant as specified in its charter) |
Delaware | 1-10777 | 13-3621676 | ||
(State of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||
One State Street Plaza, New York, New York 10004 |
(Address of principal executive offices) (Zip Code) |
(212) 658-7470 |
(Registrant’s telephone number, including area code) |
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:
¨ | 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-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (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 2.02 Results of Operations and Financial Condition.
On February 2, 2018, Ambac Financial Group, Inc. issued a press release announcing preliminary financial results for its fourth quarter ended December 31, 2017 and providing updates on the Segregated Account Rehabilitation Proceedings and Puerto Rico. Exhibit 99.1 is a copy of such press release and is incorporated by reference.
The information included in this Item 2.02, including Exhibit 99.1 hereto shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
The disclosures contained in Item 2.02 above, including Exhibit 99.1 attached hereto, are hereby incorporated by reference into this Item 7.01.
The Supporting Holders (as defined in the Confidential Offering Memorandum and Consent Solicitation Statement, dated as of January 11, 2018 (the “Offering Memorandum”)) have informed Ambac Assurance Corporation (“AAC”) that they own $767 million aggregate principal amount of AAC’s 5.1% surplus notes due 2020 (the “Surplus Notes”).
As a result, the “Final Supporting Holder Existing Surplus Notes Amount” as defined in the Offering Memorandum shall equal $767 million and the automatic pro ration factor with respect to Surplus Notes tendered by the Supporting Holders in the AAC Supporting Holder Exchange Offer (as defined in the Offering Memorandum) shall be 78.238192% and shall be applied to each $1,000 original non-factored face principal amount of Surplus Notes tendered and AAC shall not accept, and shall return to the Supporting Holder 21.761808% of the Surplus Notes tendered by each Supporting Holder in the AAC Supporting Holder Exchange Offer.
The information included in this Item 7.01, including Exhibit 99.1 hereto, shall be deemed "filed" for purposes of Section 18 of the Exchange Act.
This Form 8-K and the material attached as an exhibit hereto are not an offer to exchange or a solicitation or acceptance of an offer to exchange any securities, which may be made only pursuant to the terms and conditions of the Offering Memorandum, nor is this Form 8-K and the material attached as an exhibit hereto an offer to buy or a solicitation or acceptance of an offer to buy any securities. In addition, this Form 8-K and the materials attached as exhibits hereto are not a solicitation of any consents from holders of Surplus Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Item | |
99.1 Press Release dated February 2, 2018
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 thereunto duly authorized.
Ambac Financial Group, Inc. | |||||
(Registrant) | |||||
Dated: | February 2, 2018 | By: | /s/ William J. White | ||
First Vice President, Secretary and Assistant General Counsel | |||||
INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit | |