Ambac Completes Acquisition of Beat Capital Partners
02 August 2024 - 10:30PM
Business Wire
Ambac Financial Group, Inc. (“Ambac”) (NYSE: AMBC), an insurance
holding company, today announced the completion of its previously
disclosed acquisition of Beat Capital Partners (“Beat”), a
London-based insurance underwriting and managing general agency
(MGA) incubation platform. Ambac purchased a 60% controlling stake
in Beat, which will continue to be led by its existing management
team, including Chairman John Cavanagh.
The acquisition doubles the size of Ambac’s property and
casualty insurance operation, placing it on track to produce
approximately $1.4 billion in premiums on an annualized basis for
2024. The acquisition of Beat adds immediate scale and
diversification to Cirrata Group, Ambac’s insurance distribution
division, increasing the number of MGAs in Cirrata Group to 16.
“We are excited to complete this transaction, which materially
scales our insurance distribution business and strengthens our
position as a premier destination for MGAs,” said Ambac President
and Chief Executive Officer Claude LeBlanc. “With its strong
reputation, proven leadership team and the expertise of its MGA
CEOs, Beat will be an important asset to our organization as we
continue to execute our specialty P&C strategy and drive
long-term growth and value creation for our shareholders.”
Cavanagh said, “Beat’s partnership with Ambac will enable us to
take Beat to the next level, building on our established track
record of achieving growth and strong margins. Together, with
expanded international scale, we can offer an even stronger
platform for MGAs and underwriting franchises, and we’ll have the
firepower to grow and expand globally as well as in the U.S.”
About Ambac
Ambac Financial Group, Inc. (“Ambac” or “AFG”) is a specialty
insurance holding company headquartered in New York City. Ambac’s
core business is a growing specialty P&C distribution and
underwriting platform. Ambac also has a legacy financial guaranty
business in run off. Ambac’s common stock trades on the New York
Stock Exchange under the symbol “AMBC”. Ambac is committed to
providing timely and accurate information to the investing public,
consistent with our legal and regulatory obligations. To that end,
we use our website to convey information about our businesses,
including the anticipated release of quarterly financial results,
quarterly financial, statistical and business-related information.
For more information, please go to www.ambac.com.
The Amended and Restated Certificate of Incorporation of Ambac
contains substantial restrictions on the ability to transfer
Ambac’s common stock. Subject to limited exceptions, any attempted
transfer of common stock shall be prohibited and void to the extent
that, as a result of such transfer (or any series of transfers of
which such transfer is a part), any person or group of persons
shall become a holder of 5% or more of Ambac’s common stock or a
holder of 5% or more of Ambac’s common stock increases its
ownership interest.
Forward Looking Statements
In this press release, we include 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 high degree of 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 insurance
business, the insurance distribution business, or related
businesses; (3) inadequacy of reserves established for losses and
loss expenses and the possibility that changes in loss reserves may
result in further volatility of earnings or financial results; (4)
potential for rehabilitation proceedings or other regulatory
intervention or restrictions against AAC; (5) 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; (6) our inability to
effectively reduce insured financial guarantee exposures or achieve
recoveries or investment objectives; (7) AAC’s inability to
generate the significant amount of cash needed to service its debt
and financial obligations, and its inability to refinance its
indebtedness; (8) AAC’s substantial indebtedness could adversely
affect the Company’s financial condition and operating flexibility;
(9) 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; (10) greater than expected underwriting losses
in the Company’s specialty property and casualty insurance
business; (11) failure of specialty insurance program partners to
properly market, underwrite or administer policies; (12) inability
to obtain reinsurance coverage on expected terms; (13) loss of key
relationships for production of business in specialty property and
casualty and insurance distribution businesses or the inability to
secure such additional relationships to produce expected results;
(14) the impact of catastrophic public health, environmental or
natural events, or global or regional conflicts; (15) credit risks
related to large single risks, risk concentrations and correlated
risks; (16) risks associated with adverse selection as Ambac’s
financial guarantee insurance portfolio runs off; (17) the risk
that Ambac’s risk management policies and practices do not
anticipate certain risks and/or the magnitude of potential for
loss; (18) restrictive covenants in agreements and instruments that
impair Ambac’s ability to pursue or achieve its business
strategies; (19) adverse effects on operating results or the
Company’s financial position resulting from measures taken to
reduce financial guarantee risks in its insured portfolio; (20)
disagreements or disputes with Ambac's insurance regulators; (21)
loss of control rights in transactions for which we provide
financial guarantee insurance; (22) inability to realize expected
recoveries of financial guarantee losses; (23) risks attendant to
the change in composition of securities in Ambac’s investment
portfolio; (24) adverse impacts from changes in prevailing interest
rates; (25) events or circumstances that result in the impairment
of our intangible assets and/or goodwill that was recorded in
connection with Ambac’s acquisitions; (26) factors that may
negatively influence the amount of installment premiums paid to
Ambac; (27) the risk of litigation, regulatory inquiries,
investigations, claims or proceedings, and the risk of adverse
outcomes in connection therewith; (28) the Company’s ability to
adapt to the rapid pace of regulatory change; (29) actions of
stakeholders whose interests are not aligned with broader interests
of Ambac's stockholders; (30) system security risks, data
protection breaches and cyber attacks; (31) 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; (32)
failures in services or products provided by third parties; (33)
political developments that disrupt the economies where the Company
has insured exposures; (34) our inability to attract and retain
qualified executives, senior managers and other employees, or the
loss of such personnel; (35) fluctuations in foreign currency
exchange rates; (36) failure to realize our business expansion
plans or failure of such plans to create value; (37) greater
competition for our specialty property and casualty insurance
business and/or our insurance distribution business; (38) loss or
lowering of the AM Best rating for our property and casualty
insurance company subsidiaries; (39) disintermediation within the
insurance industry or greater competition from technology-based
insurance solutions or non-traditional insurance markets; (40)
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 (41) other risks and uncertainties that
have not been identified at this time; (42) the occurrence of any
event, change or other circumstances that could give rise to the
right of one or both of the parties to terminate the stock purchase
agreement by and between Oaktree and Ambac in connection with the
proposed sale by Ambac to Oaktree of all of the issued and
outstanding shares of common stock of AAC (the “Transaction”); (43)
the outcome of any legal proceedings that may be instituted against
Ambac or Oaktree; (44) the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the expected
benefits of the Transaction), and Ambac shareholder approval or to
satisfy any of the other conditions to the Transaction on a timely
basis or at all; (45) the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; (46) diversion of management’s
attention from ongoing business operations and opportunities; (47)
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the Transaction; (48) the ability of the parties to
consummate the Transaction and the timing of the Transaction; (49)
the high degree of volatility in the price of Ambac’s common stock;
(50) uncertainty concerning the Company’s ability to achieve value
for holders of its securities, whether from AAC and its
subsidiaries or from the specialty property and casualty insurance
business, the insurance distribution business, or related
businesses.
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version on businesswire.com: https://www.businesswire.com/news/home/20240802496991/en/
Investors: Charles J. Sebaski Managing Director, Investor
Relations (212) 208-3177 csebaski@ambac.com
Media: Kate Smith Director, Corporate Communications (212)
208-3452 ksmith@ambac.com
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