Hart-Scott-Rodino waiting period Valid Warranty Guaranteed Ltd proposed acquisition of Financial Security Assurance Holdings Ltd.
December 24th, 2009
Assured Guaranty Ltd. (“Assured” or “the Company”) announced that the mandatory waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) for Assured’s proposed acquisition of Financial Security Assurance Holdings Ltd. (“FSA”) expired at 11:59 p.m. Eastern Time on January 20, 2009 (12:59 a.m. Atlantic Time on January 21, 2009).
In addition to receiving HSR clearance, Assured’s agreement to acquire FSA from Dexia SA (“Dexia”) is subject to the receipt of customary closing conditions, including insurance regulatory approvals. The acquisition is also contingent on confirmation from Standard & Poor’s, Moody’s Investors Service and Fitch Ratings that the acquisition of FSA would not result in a downgrade of Assured Guaranty Corp., Assured Guaranty (UK) Ltd. and Assured Guaranty Re Ltd. The Company and Dexia continue to work to negotiate and execute a number of agreements pursuant to which Dexia would retain all of the risks and liabilities, including liquidity risks, associated with FSA’s financial products business, as stipulated in the Purchase Agreement dated November 14, 2008 (“the Purchase Agreement”). Finally, the acquisition of FSA is also subject to the approval by Assured’s shareholders of the issuance of shares to Dexia in partial payment of the purchase price for FSA. Assured expects to hold a special general meeting of its shareholders to vote upon this matter in March 2009, although an exact date has not yet been set.
Assured’s management is working to complete all closing conditions by the end of the first quarter of 2009, however, no assurances can be given regarding the receipt and timing of required regulatory approvals or the rating agencies’ conclusions. Under the terms of the Purchase Agreement, Assured is required to close the acquisition within 5 days of the fulfillment of all closing conditions, subject to the right to extend the acquisition closing date by an additional 40 days in order to complete the capital raising for the cash portion of the acquisition purchase price.
Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, structured finance and mortgage markets.
Categories: Financial Services |
