Wilbur Ross paid $250 million today for 10.65 million share of Assured Guarantee (AGO) to complete a previously agreed to private transaction. It works out to about $23.47 a share an approximate 8% discount to today's $25.39 closing price
Ross now controls 12.1 million shares.
Details:
1. WLR Recovery Fund IV, L.P. ("Fund IV"), WLR Recovery Fund III, L.P. ("Fund III"), WLR IV Parallel ESC, L.P. ("Parallel Fund") and WLR/GS Master Co-Investment, L.P. ("WLR/GS Fund") purchased 10,651,896 shares of common stock in connection with the Issuer's private placement pursuant to an Investment Agreement dated as of February 28, 2008, between Assured Guaranty Ltd. ("AGO") and Fund IV (the "Investment Agreement") for cash consideration of $250,000,000 (the "Initial Investment"). WL Ross & Co. LLC ("WLR"), the investment manager of Fund IV, is entitled to allocate purchase obligations under the Investment Agreement (and any associated rights) among the other investment funds it manages. On May 6, 2008, Fund IV, Fund III and Parallel Fund transferred 768,002 shares of AGO common stock to its affiliate, WLR AGO Co-Invest, L.P. ("Co-Invest Fund"). (Continued Footnote 2)
2. Fund IV is the beneficial owner of 1,379,400 shares of common stock acquired prior to the execution of the Investment Agreement and can be deemed to share voting and dispositive power of an additional 135,100 shares that are owned by Fund III and Parallel Fund, affiliates of Fund IV. (Continued Footnote 3)
3. Co-Invest Fund is the beneficial owner of 768,002 shares of common stock acquired from its affiliates, Fund IV, Fund III and Parallel Fund, in a stock transfer on May 6, 2008. Co-Invest Fund can be deemed to share voting and dispositive power of 1,514,500 shares that were acquired by Fund III, Fund IV and Parallel Fund prior to the execution of the Investment Agreement. (Continued Footnote 4)
4. WLR Recovery Associates IV LLC is the general partner and WL Ross & Co. LLC is the investment manager of Fund IV and Co-Invest Fund. WL Ross Group, L.P. is the managing member of WLR Recovery Associates IV LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC. Accordingly, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC and WL Ross & Co. LLC can be deemed to share voting and dispositive power over the shares to be held by Fund IV and Co-Invest Fund. (Continued Footnote 5)
5. Fund III is the beneficial owner of 130,300 shares of common stock acquired prior to the execution of the Investment Agreement and can be deemed to share voting and dispositive power of an additional 1,384,200 shares that are owned by Fund IV and Parallel Fund, affiliates of Fund III, acquired prior to the execution of the Investment Agreement. (Continued Footnote 6)
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