Item 7.01. Regulation FD Disclosure.
On March 30, 2022, Ambac Financial Group, Inc. (the "Company" or "Ambac") issued
a press release announcing that its Board of Directors has approved a share
repurchase program under which Ambac may opportunistically repurchase up to $20
million of the Company's common stock at management's discretion over the period
ending on March 31, 2024. Exhibit 99.1 is a copy of such press release and is
incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of Ambac Financial Group, Inc. under the Securities
Act of 1933, as amended (the "Securities Act") or the Exchange Act.
Item 8.01. Other Material Event.
On March 30, 2022, Ambac issued a press release announcing that its subsidiary,
Ambac Assurance Corporation ("AAC"), has provided updates regarding the
implementation of the restructuring of a significant portion of its Puerto Rico
exposure and the estimated impact of recent litigation developments on its
representation and warranty subrogation recoverable. These developments relate
solely to AAC, Ambac's legacy financial guaranty business. Both developments are
expected to have a material effect on Ambac's consolidated financial results for
the first quarter of 2022. Exhibit 99.2 is a copy of such press release and is
incorporated herein by reference.
Forward-Looking Statements
In this report,statements that may constitute "forward-looking statements"
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Words such as "estimate," "project," "plan,"
"believe," "anticipate," "intend," "planned," "potential" and similar
expressions, or future or conditional verbs such as "will," "should," "would,"
"could," and "may," or the negative of those expressions or verbs, identify
forward-looking statements. We caution readers that these statements are not
guarantees of future performance. Forward-looking statements are not historical
facts but instead represent only our beliefs regarding future events, which may
by their nature be inherently uncertain and some of which may be outside our
control. These statements may relate to plans and objectives with respect to the
future, among other things which may change. We are alerting you to the
possibility that our actual results may differ, possibly materially, from the
expected objectives or anticipated results that may be suggested, expressed or
implied by these forward-looking statements. Important factors that could cause
our results to differ, possibly materially, from those indicated in the
forward-looking statements include, among others, those discussed under "Risk
Factors" in our most recent SEC filed quarterly or annual report.
Any or all of management's forward-looking statements here or in other
publications may turn out to be incorrect and are based on management's current
belief or opinions. Ambac Financial Group's ("AFG") and its subsidiaries'
(collectively, "Ambac" or the "Company") actual results may vary materially, and
there are no guarantees about the performance of Ambac's securities. Among
events, risks, uncertainties or factors that could cause actual results to
differ materially are: (1) the highly speculative nature of AFG's common stock
and volatility in the price of AFG's common stock; (2) uncertainty concerning
the Company's ability to achieve value for holders of its securities, whether
from Ambac Assurance Corporation ("AAC") and its subsidiaries or from the
specialty property and casualty program insurance business, the managing general
agency/underwriting business, or related businesses; (3) the inability of AAC to
realize the expected recoveries, including RMBS litigation recoveries, included
in its financial statements, or changes in estimated RMBS litigation recoveries
over time; (4) failure to recover claims paid on Puerto Rico exposures or
realization of losses in amounts higher than expected; (5) inadequacy of
reserves established for losses and loss expenses and possibility that changes
in loss reserves may result in further volatility of earnings or financial
results; (6) potential for rehabilitation proceedings or other regulatory
intervention against AAC; (7) credit risk throughout Ambac's business, including
but not limited to credit risk related to insured residential mortgage-backed
securities, student loan and other asset securitizations, public finance
obligations (including risks associated with Chapter 9 and other restructuring
proceedings), issuers of securities in our investment portfolios, and exposures
to reinsurers; (8) our inability to effectively reduce insured financial
guarantee exposures or achieve recoveries or investment objectives; (9) our
inability to generate the
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significant amount of cash needed to service our debt and financial obligations,
including through litigation recoveries or disposition of assets, and our
inability to refinance our indebtedness; (10) Ambac's substantial indebtedness
could adversely affect its financial condition and operating flexibility; (11)
Ambac may not be able to obtain financing or raise capital on acceptable terms
or at all due to its substantial indebtedness and financial condition; (12) the
impact of catastrophic public health, environmental or natural events, including
events like the COVID-19 pandemic, on significant portions of our insured
portfolio; (13) credit risks related to large single risks, risk concentrations
and correlated risks; (14) risks associated with adverse selection as Ambac's
financial guarantee insurance portfolio runs off; (15) the risk that Ambac's
risk management policies and practices do not anticipate certain risks and/or
the magnitude of potential for loss; (16) restrictive covenants in agreements
and instruments that impair Ambac's ability to pursue or achieve its business
strategies; (17) adverse effects on operating results or the Company's financial
position resulting from measures taken to reduce financial guarantee risks in
its insured portfolio; (18) disagreements or disputes with Ambac's insurance
regulators; (19) loss of control rights in transactions for which we provide
financial guarantee insurance; (20) adverse tax consequences or other costs
resulting from the characterization of the AAC's surplus notes or other
obligations as equity; (21) risks attendant to the change in composition of
securities in the Ambac's investment portfolio; (22) adverse impacts from
changes in prevailing interest rates; (23) events or circumstances that result
in the impairment of our intangible assets and/or goodwill that was recorded in
connection with Ambac's acquisition of 80% of the membership interests of
Xchange Benefits, LLC and Xchange Affinity Underwriting Agency, LLC; (24) risks
associated with the expected discontinuance of the London Inter-Bank Offered
Rate; (25) factors that may negatively influence the amount of installment
premiums paid to Ambac; (26) risks relating to determinations of amounts of
impairments taken on investments; (27) the risk of litigation and regulatory
inquiries or investigations, and the risk of adverse outcomes in connection
therewith; (28) actions of stakeholders whose interests are not aligned with
broader interests of the Ambac's stockholders; (29) system security risks, data
protection breaches and cyber attacks; (30) regulatory oversight of Ambac
Assurance UK Limited ("Ambac UK") and applicable regulatory restrictions may
adversely affect our ability to realize value from Ambac UK or the amount of
value we ultimately realize; (31) failures in services or products provided by
third parties; (32) our inability to attract and retain qualified executives,
senior managers and other employees, or the loss of such personnel; (33)
fluctuations in foreign currency exchange rates; (34) failure to realize our
business expansion plans or failure of such plans to create value; (35) greater
competition for our specialty property & casualty program insurance business;
(36) loss or lowering of the AM Best rating for our property and casualty
insurance company subsidiaries; (37) disintermediation within the insurance
industry or greater competition that negatively impacts our managing general
agency/underwriting business; (38) changes in law or in the functioning of the
healthcare market that impair the business model of our accident and health
managing general underwriter; and (39) other risks and uncertainties that have
not been identified at this time.
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