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Form 8-K ASSURED GUARANTY LTD For: Dec 23

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December 23, 2014 9:14 AM EST

�
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________
�
FORM 8-K
___________________________
�
Current Report

Pursuant To Section�13 or 15 (d)�of the
Securities Exchange Act of 1934

Date of Report  December 23, 2014 (Date of earliest event reported: December 22, 2014)

___________________________

ASSURED GUARANTY LTD.
(Exact name of registrant as specified in its charter)
�
___________________________

�
Bermuda
001-32141
98-0429991
(State or other jurisdiction)
(State or other jurisdiction)
(I.R.S. Employer of Incorporation
Identification No.)

Assured Guaranty Ltd.
20 Woodbourne Avenue
Hamilton HM 08 Bermuda
(Address of principal executive offices)

Registrants telephone number, including area code: (441) 279-5700

Not applicable
(Former name or former address, if changed since last report)
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
�
�����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�����Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
�

1



Item 1.01.����Entry into a Material Definitive Agreement.

On December 22, 2014, Assured Guaranty Corp. (AGC), an indirect wholly owned subsidiary of Assured Guaranty Ltd. (Assured Guaranty) entered into a stock purchase agreement (the Agreement) with Radian Guaranty Inc. (the Seller), a subsidiary of Radian Group Inc., pursuant to which AGC will acquire (the Acquisition) all of the outstanding capital stock of Radian Asset Assurance Inc. (Radian Asset), an insurance company organized under the laws of the State of New York. Immediately following the Acquisition, Radian Asset will merge with and into AGC, with AGC as the surviving company.

Under the terms of the Agreement, AGC has agreed to pay an aggregate of $810 million in cash upon closing of the Acquisition. AGC will fund the Acquisition with available cash.

The Acquisition and the merger are subject to customary closing conditions, including regulatory consents, and are expected to be completed during the first half of 2015.
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The Agreement contains customary representations and warranties. The representations and warranties contained in the Agreement will generally survive for eighteen month from the date of closing. Pursuant to the Agreement, following the consummation of the Acquisition, AGC is entitled to indemnification for, among other things, breaches of representations and warranties, subject to a deductible and a cap.

The Agreement also contains customary covenants and agreements, including, among other things, with respect to the operation of the business of Radian Asset between the signing of the Agreement and the closing of the Acquisition.

Generally, either AGC or the Seller may terminate the Agreement if the closing does not occur by September 22, 2015. The foregoing summary of the Agreement and the Acquisition does not purport to be a complete description and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which will be filed as an exhibit to Assured Guarantys Annual Report on Form 10-K for the year ended December 31, 2014.

Item 7.01.����Regulation FD Disclosure.

On December 23, 2014, Assured Guaranty issued a press release announcing the execution of the Agreement referred to in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 hereto.

Item�9.01.����Financial Statements and Exhibits.

(d) ����Exhibits.
�
99.1����Press release dated December 23, 2014










SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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��������
ASSURED GUARANTY LTD.


By: /s/ James M. Michener
Name: James M. Michener
Title: General Counsel

Date: December 23, 2014




Exhibit 99.1
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Assured Guaranty to Acquire Radian Asset Assurance Inc.
Post-Acquisition Merger of Radians Financial Guaranty Unit Into Assured Guaranty Corp. Will Add $19.4 Billion to AGCs Insured Portfolio
Hamilton, Bermuda  December 23, 2014 � Assured Guaranty Ltd. (NYSE: AGO) (together with its subsidiaries, Assured Guaranty), the leading financial guaranty insurance company, announced that its subsidiary Assured Guaranty Corp. (AGC) has entered into an agreement to acquire Radian Asset Assurance Inc. (Radian Asset), which conducts the financial guaranty business of Radian Group Inc. (Radian). Immediately following the acquisition, AGC will merge with Radian Asset, with AGC as the surviving company. The acquisition and merger are expected to be completed in the first half of 2015. Both the acquisition and merger are subject to regulatory approval.�
We are pleased to enter into this mutually beneficial transaction with Radian. The acquisition will strengthen Assured Guarantys franchise by adding a solid book of business that is consistent with our strategic objectives and will also increase AGCs capital base and policyholders surplus, said Dominic Frederico, President and CEO of Assured Guaranty.
We expect the transaction to be accretive to Assured Guarantys earnings per share, operating shareholders equity and adjusted book value. Additionally, the acquisition should enhance the value and market liquidity of the bonds insured by Radian Asset, he added.
Under the agreement, AGC will pay $810 million in cash to acquire Radian Asset. As of September 30, 2014, Radian Asset had an insured portfolio of $19.4 billion of net par, which would bring AGCs total net par outstanding to $68.3 billion. Radian Asset has approximately $1.3 billion of statutory capital, and Assured Guaranty currently estimates the transaction will increase AGCs statutory capital by $425 million to $475 million.
BofA Merrill Lynch is acting as financial advisor to Assured Guaranty and Mayer Brown LLP is acting as its legal advisor.


Exhibit 99.1
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Cautionary Statement Regarding Forward-Looking Statements:

Any forward-looking statements made in this press release reflect Assured Guarantys current views with respect to future events and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. These risks and uncertainties include, but are not limited to, those resulting from Assured Guarantys inability to obtain regulatory approval for its proposed purchase of Radian Asset; adverse developments in the acquired portfolio; and other risks and uncertainties that have not been identified at this time, managements response to these factors, and other risk factors identified in Assured Guarantys filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of December 23, 2014. Assured Guaranty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

AGC is a Maryland-domiciled insurance company regulated by the Maryland Insurance Administration and licensed to conduct financial guaranty insurance business in all 50 states of the United States, the District of Columbia and Puerto Rico. AGC commenced operations in 1988. AGC is a wholly owned, indirect subsidiary of Assured Guaranty Ltd., a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol AGO. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, infrastructure and structured finance markets. More information on Assured Guaranty Ltd. and its subsidiaries can be found at AssuredGuaranty.com.

Contact:
Investor Relations:
Robert Tucker, 212-339-0861
Managing Director, Investor Relations and Corporate Communications
[email protected]
Media:
Ashweeta Durani, 212-408-6042
Vice President, Corporate Communications
[email protected]




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