Strategic Update on Sale and Acquisition
June 5, 2024
AMBAC STRATEGIC UPDATE
ADVANCING CAPITAL-LIGHT,HIGH-GROWTH INSURANCE DISTRIBUTION PLATFORM
Disclaimers
Forward Looking Statements
In this presentation, we have included 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" .
Any or all of management's forward-looking statements here or in other publications may tuout to be incorrect and are based on management's current belief or opinions.
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Disclaimers (continued)
- regulatory oversight of
Ambac Assurance UK Limited ("AmbacUK ") and applicable regulatory restrictions may adversely affect our ability to realize value from AmbacUK or the amount of value we ultimately realize; (40) failures in services or products provided by third parties; (41) political developments that disrupt the economies where the Company has insured exposures; (42) our inability to attract and retain qualified executives, senior managers and other employees, or the loss of such personnel; (43) fluctuations in foreign currency exchange rates; (44) failure to realize our business expansion plans or failure of such plans to create value; (45) greater competition for our specialty property and casualty insurance business and/or our insurance distribution business; (46) loss or lowering of the AM Best rating for our property and casualty insurance company subsidiaries; (47) disintermediation within the insurance industry or greater competition from technology-based insurance solutions; (48) 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 (49) other risks and uncertainties that have not been identified at this time.
Presentation of Financial Information
Financial amounts for
Non-GAAP Financial Data
In addition to reporting the Company's quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP financial measures: EBITDA and EBITDA Margin. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial statements prepared in accordance with GAAP. We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company's GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently. These non-GAAP financial measures are also presented on a forward-looking basis.
Where to Find Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed sale of AAC to Oaktree by
Participants in the Solicitation
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Key Presenters
President and Chief Executive Officer of
EVP, Chief Financial Officer and
Treasurer of
President of
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Co-Founder and Chairman of Beat
Managing Partner of Beat
Partner of Beat
What We're Announcing
Divesting the Legacy Financial Guarantee |
& |
business via a (100%) sale to |
for
Acquiring a (60%)
controlling interest in
for
The sale of AAC & AUK provides for the crystallization of value from our Legacy Run-off business
The acquisition of Beat aligns with our vision of being the premier destination for MGAs
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SALE OF
LEGACY FINANCIAL GUARANTEE BUSINESS
AMBAC HAS SIGNED A DEFINITIVE AGREEMENT TO SELL 100% OWNERSHIP IN AMBAC ASSURANCE CORPORATION AND AMBAC
Strategic Rationale for the Sale of the Legacy Financial Guarantee Business
Highest return on a time & risk adjusted basis
Maximizes long-term value creation potential
Reduces earnings volatility and uncertainty
Cements
Simplifies & clarifies
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Key Transaction Details
Overview
Selling 100% of LFG business to
Oaktree
upward performance
adjustments
100% cash consideration + 9.9% equity warrants priced at
Estimated closing 4Q24
Financial Impact
Pro-forma Book Value
insured net par outstanding
AFG preserves
Use of Proceeds
Cirrata M&A opportunities
Everspan capacity
expansion to support
new growth
opportunities
Capital for
put/call obligations
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Pro-forma Financial Impact1 of AAC Sale
(in millions) |
1Q24 Actual |
1Q24 Pro-Forma |
Total assets |
|
|
Loss and loss adjustment expense reserves |
|
|
Long-term debt |
|
|
Insured net par outstanding "NPO" |
|
|
Book value |
|
|
1. Excludes any impact related to the acquisition of
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Ambac Redefined
Improved Financial |
• Sale of LFG should reduce |
Certainty |
• Simplifies and improves financial transparency |
Premier Destination • Facilitates scale and diversity of
for MGAs/Programs |
• Advances Ambac's position as a Premier Destination for MGAs |
Compelling Value • Sale clarifies and crystallizes the value of the LFG business
Narrative |
• Creates a pathway to consolidated |
Strategic Synergies & |
• Strategic revenue and expense synergies across the platform |
Cultural Fit |
• Creates a Specialty P&C Business with global reach |
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