Ambac Financial Group, Inc. (NASDAQ:AMBC) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
On February2, 2018, Ambac Financial Group, Inc. issued a press release announcing preliminary financial results for its fourth quarter ended December31, 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 2.02. Regulation FD Disclosure.
The disclosures contained in Item 2.02 above, including Exhibit99.1 attached hereto, are hereby incorporated by reference into this Item 2.02.
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 2.02, including Exhibit99.1 hereto, shall be deemed "filed" for purposes of Section18 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 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 2.02Financial Statements and Exhibits.
(d) Exhibits
99.1Press Release dated February2, 2018
AMBAC FINANCIAL GROUP INC ExhibitEX-99.1 2 a03-016ex991ambcprepressre.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Ambac Provides Preliminary Financial Results for the Quarter Ended December 31,…To view the full exhibit click here