-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPV0y7IRabcYjXsoQxgkiIR1vV33miV9Fl8AIyjW7xrZsZnEGnRgE2nbgbUyEOS5 sziboG9ukOZXapBiK8Orfg== 0000919574-08-009345.txt : 20081204 0000919574-08-009345.hdr.sgml : 20081204 20081204105552 ACCESSION NUMBER: 0000919574-08-009345 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081204 DATE AS OF CHANGE: 20081204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS GUARANTY LTD CENTRAL INDEX KEY: 0001170593 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80079 FILM NUMBER: 081229014 BUSINESS ADDRESS: STREET 1: C/O PRIMUS ASSET MANAGEMENT INC STREET 2: 360 MADISON AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126972227 MAIL ADDRESS: STREET 1: C/O PRIMUS ASSET MANAGEMENT INC STREET 2: 360 MADISON AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECOND CURVE CAPITAL LLC CENTRAL INDEX KEY: 0001136704 IRS NUMBER: 134096446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-563-7635 MAIL ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 d943661_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Primus Guaranty, Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.08 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) G72457107 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen Krug, Chief Operating Officer Second Curve Capital, LLC 237 Park Avenue, 9th Floor New York, New York 10017 Tel: 1 (646) 563-7610 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. CUSIP No. G72457107 --------------------- 1. NAME OF REPORTING PERSONS Second Curve Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 6,553,666 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 6,553,666 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,553,666 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6% 14. TYPE OF REPORTING PERSON OO, IA CUSIP No. G72457107 --------------------- 1. NAME OF REPORTING PERSONS Thomas K. Brown 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 6,553,666 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 6,553,666 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,553,666 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6% 14. TYPE OF REPORTING PERSON IN CUSIP No. G72457107 --------------------- 1. NAME OF REPORTING PERSONS Second Curve Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,796,471 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,796,471 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,796,471 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14. TYPE OF REPORTING PERSON PN CUSIP No. G72457107 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. Primus Guaranty, Ltd. Common Stock, par value $0.08 per share (the "Shares") Clarendon House 2 Church Street Hamilton HM 11, Bermuda - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by (i) Second Curve Partners, L.P. ("Second Curve Partners"), (ii) Second Curve Capital, LLC ("Second Curve Capital"), the investment manager of Second Curve Partners and other private investment vehicles, and (iii) Thomas K. Brown, the managing member of Second Curve Capital (each of Second Curve Partners, Second Curve Capital and Thomas K. Brown may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). Second Curve Partners is a New York limited partnership with its principal business address at 237 Park Avenue, 9th Floor, New York, New York 10017. Second Curve Capital is a Delaware limited liability company with its principal business address at 237 Park Avenue, 9th Floor, New York, New York 10017. Thomas K. Brown is a United States citizen whose principal business address is c/o Second Curve Capital, LLC, 237 Park Avenue, 9th Floor, New York, New York 10017. The Shares reported herein are held in the name of Second Curve Partners and other funds and accounts advised by Second Curve Capital. (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof Second Curve Capital may be deemed to beneficially own 6,553,666 Shares. As of the date hereof Thomas K. Brown may be deemed to beneficially own 6,553,666 Shares. As of the date hereof Second Curve Partners may be deemed to beneficially own 2,796,471 Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons may be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, and others, including other significant shareholders, regarding alternatives that the Issuer could employ to increase shareholder value. The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, Second Curve Capital may be deemed to be the beneficial owner of 6,553,666 Shares, constituting 15.6% of the Shares of the Issuer based upon the 42,100,750 Shares outstanding as of December 1, 2008. Second Curve Capital has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,553,666 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,553,666 Shares. Second Curve Capital specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. As of the date hereof, Thomas K. Brown may be deemed to be the beneficial owner of 6,553,666 Shares, constituting 15.6% of the Shares of the Issuer based upon the 42,100,750 Shares outstanding as of December 1, 2008. Thomas K. Brown has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,553,666 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,553,666 Shares. Thomas K. Brown specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. As of the date hereof, Second Curve Partners may be deemed to be the beneficial owner of 2,796,471 Shares, constituting 6.6% of the Shares of the Issuer based upon the 42,100,750 Shares outstanding as of December 1, 2008. Second Curve Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,796,471 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,796,471 Shares. Second Curve Partners specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B and all such transactions were effected in open market transactions. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B: Schedule of Transactions in the Shares of the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Second Curve Partners, L.P. By: Second Curve Management, LLC By: Thomas K. Brown, Managing Member By: /s/ Thomas K. Brown ------------------- Second Curve Capital, LLC By: Thomas K. Brown, Managing Member By: /s/ Thomas K. Brown ------------------- /s/ Thomas K. Brown - ------------------- Thomas K. Brown December 4, 2008 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 4, 2008 relating to the Common Stock, par value $0.08 per share of Primus Guaranty, Ltd. shall be filed on behalf of the undersigned. Second Curve Partners, L.P. By: Second Curve Management, LLC By: Thomas K. Brown, Managing Member By: /s/ Thomas K. Brown ------------------- Second Curve Capital, LLC By: Thomas K. Brown, Managing Member By: /s/ Thomas K. Brown ------------------- /s/ Thomas K. Brown - ------------------- Thomas K. Brown December 4, 2008 Exhibit B TRANSACTIONS IN THE SHARES TRANSACTIONS BY SECOND CURVE PARTNERS Date of Number of Shares Transaction Purchased/(Sold) Price Per Share ----------- ---------------- --------------- 10/9/2008 115,290 0.9805 10/13/2008 (49,250) 1.16 10/13/2008 (750) 1.2 10/14/2008 (1,500) 0.9437 10/14/2008 (98,500) 0.93 11/7/2008 96,075 0.6998 11/10/2008 38,430 0.6926 11/11/2008 38,544 0.6031 11/26/2008 19,216 0.813 11/28/2008 19,216 0.8721 TRANSACTIONS BY FUNDS AND ACCOUNTS ADVISED BY SECOND CURVE CAPITAL OTHER THAN SECOND CURVE PARTNERS Date of Number of Shares Transaction Purchased/(Sold) Price Per Share ----------- ---------------- --------------- 10/9/2008 34,710 0.9805 10/10/2008 75,000 0.7774 10/13/2008 49,250 1.16 10/13/2008 750 1.2 10/13/2008 196,805 1.1778 10/13/2008 3,195 1.19 10/14/2008 1,500 0.95 10/14/2008 98,500 0.93 10/14/2008 48,400 0.9416 10/14/2008 1,600 0.9441 10/17/2008 1,598 0.8991 10/17/2008 43,631 0.8863 10/30/2008 150,000 0.3957 10/31/2008 74,200 0.4137 10/31/2008 800 0.44 11/4/2008 198,402 0.8936 11/4/2008 1,598 0.8731 11/7/2008 53,925 0.6998 11/10/2008 11,570 0.6926 11/11/2008 11,605 0.6031 11/12/2008 50,000 0.5973 11/13/2008 24,200 0.5841 11/13/2008 800 0.5436 11/14/2008 24,200 0.5985 11/14/2008 800 0.54 11/17/2008 24,200 0.519 11/17/2008 800 0.51 11/18/2008 24,200 0.4835 11/18/2008 800 0.515 11/20/2008 33,880 0.4919 11/20/2008 1,120 0.5088 11/21/2008 24,200 0.6429 11/21/2008 800 0.58 11/24/2008 24,200 0.6856 11/24/2008 800 0.73 11/25/2008 73,400 0.5959 11/25/2008 1,600 0.6163 11/26/2008 5,784 0.813 11/28/2008 5,784 0.8721 12/2/2008 152,800 0.7196 12/2/2008 (105,700) 0.7 SK 21989 0009 943661 -----END PRIVACY-ENHANCED MESSAGE-----