(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |||||||||
$0.01 par value per share | |||||||||||
Item 7.01. | Regulation FD. On September 27, 2021, Assured Guaranty Municipal Holdings Inc. (“AGMH”), a subsidiary of Assured Guaranty Ltd. (“AGL”) (NYSE: AGO), will redeem (1) all $100,000,000 outstanding principal amount of its 5.60% Notes due July 15, 2103 (CUSIP 04623A403) (NYSE Trading Symbol: AGO PRF) (the “AGMH Notes due 2103”) and (2) all remaining $130,000,000 of its 6.25% Notes due November 1, 2102 (CUSIP 04623A304) (NYSE Trading Symbol: AGO PRE) (the “AGMH Notes due 2102” and, together with the AGMH Notes due 2103, the “AGMH Securities”). On September 27, 2021, Assured Guaranty US Holdings Inc. (“AGUS”), a subsidiary of AGL, will redeem $170,000,000 of the outstanding principal amount of its 5.000% Senior Notes due July 1, 2024 (CUSIP 04621WAC4) (NYSE Trading Symbol: AGO 24) (the “AGUS Notes due 2024” and, together with the AGMH Securities, the “Securities”). After giving effect to the partial redemption, there will be $330,000,000 principal amount of the AGUS Notes due 2024 outstanding. The redemption price for the Securities to be redeemed will be 100% of the principal amount of the Securities; provided that in the case of the AGUS Notes due 2024, if greater, the redemption price will be the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (excluding interest accrued to the redemption date) from the redemption date to the maturity date discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 40 basis points. In addition, the redemption price for the Securities to be redeemed will include accrued and unpaid interest to, but excluding, the redemption date of September 27, 2021. On and after the redemption date, interest will cease to accrue on the AGMH Securities and on the portion of the AGUS Notes due 2024 selected for redemption. Payment of the redemption price for the Notes will be made through the facilities of The Depository Trust Company. U.S. Bank National Association. is the trustee and paying agent for the AGMH Securities. The Bank of New York Mellon Trust Company, N.A. is the trustee and paying agent for the AGUS Notes due 2024. A notice of redemption will be issued to holders of the Securities. This Form 8-K shall not constitute a notice of redemption nor does it constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. | ||||
Item 8.01 | Other Events On August 17, 2021, Assured Guaranty US Holdings Inc. agreed to sell in a public offering $400,000,000 million of 3.600% Senior Notes due 2051. The notes will be fully and unconditionally guaranteed by Assured Guaranty Ltd. Attached as Exhibit 1.1 is a copy of the underwriting agreement relating to such public offering. Attached as Exhibit 4.1 is the form of the Officer’s Certificate related to 3.600% Senior Notes due 2051, containing the Form of 3.600% Senior Notes due 2051 as Exhibit A. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the notes and the guarantee. | ||||
Item 9.01 | Financial Statements and Exhibits. (d) Exhibits | ||||
Exhibit Number | Description | ||||
23.1 | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) | ||||
23.2 | Consent of Mayer Brown LLP (included in Exhibit 5.2) | ||||
104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Assured Guaranty Ltd. | ||||||||
By: | /s/ ROBERT A. BAILENSON | |||||||
Name: Robert A. Bailenson Title: Chief Financial Officer |