Form 8-K - Current report

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 (Date of earliest event reported)—February 19, 2024

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)


Bermuda	001-32141	98-0429991
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 Woodbourne Avenue

Hamilton HM 08 Bermuda

(Address of principal executive offices)

Registrant’s 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:		Trading Symbol(s)	Name of exchange on which registered
Common Shares	$0.01 par value per share	AGO	New York Stock Exchange
Assured Guaranty US Holdings Inc. 6.125% Senior Notes due 2028 (and the related guarantee of Registrant)		AGO/28	New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant)		AGO/31	New York Stock Exchange
Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant)		AGO/51	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)			On February 19, 2024, the Board of Directors of Assured Guaranty Ltd. (AGL) increased the size of AGL’s Board from 11 to 12 members and appointed Mark C. Batten as a director of AGL, to hold office until the 2024 annual general meeting of shareholders of AGL. Mr. Batten was appointed to each of the Audit Committee, the Finance Committee and the Risk Oversight Committee of the Board of Directors. For the term ending at the 2024 annual general meeting of shareholders of AGL Mr. Batten will receive one half of the annual director retainer and committee fees payable to AGL’s independent directors, consisting of cash and stock (valued based on the average closing price on the New York Stock Exchange of a common share of AGL over the 40 consecutive trading days ending on February 21, 2024, the date of grant). The compensation payable to AGL’s independent directors is further described in the “Director Compensation Summary” filed as Exhibit 10.7 to AGL’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023. Mr. Batten has also entered into an indemnification agreement with AGL in the form of the officer and director indemnification agreement filed as Exhibit 10.8 to AGL’s Quarterly Report on form 10-Q for the Quarterly Period Ended March 31, 2022. There are no transactions in which Mr. Batten has an interest requiring disclosure under Item 404(a) of Regulation S-K, except that Mr. Batten serves as a non-executive director of AGL's U.K. insurance subsidiary, Assured Guaranty UK Limited, for which he received annual director fees of £126,250 for the year ended December 31, 2023 (which was approximately $160,729 as of December 31, 2023).



Item 9.01			Financial Statements and Exhibits. (d) Exhibits

Exhibit Number			Description
99.1			Press Release of Assured Guaranty Ltd., dated February 20, 2024

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.


			Assured Guaranty Ltd.


			By:			/s/ LING CHOW
						Name: Ling Chow Title: General Counsel

DATE: February 22, 2024

Mark Batten Joins Assured Guaranty’s Board of Directors

Hamilton, Bermuda, February 20, 2024 – Assured Guaranty Ltd. (NYSE:AGO) (Assured Guaranty) announced that Mark C. Batten has been appointed as a non-executive director to Assured Guaranty’s Board of Directors (Board). Mr. Batten will serve on the Board’s Audit, Risk Oversight and Finance Committees. The appointment is effective as of February 19, 2024, and brings the total number of Board members to 12. Mr. Batten will also continue to serve as the non-executive Chair of the board of directors of Assured Guaranty (UK) Limited (AGUK), Assured Guaranty’s U.K. insurance subsidiary.

For more than 25 years, Mr. Batten was a partner at PricewaterhouseCoopers LLP (PwC), retiring in 2017. He led a number of practices during his time at PwC, including Real Estate Restructuring, Insurance Restructuring and a Corporate Valuations practice. He acted for the UK and Irish Governments in relation to the restructuring of the banks following the Global Financial Crisis, as the Provisional Liquidator of Independent Insurance, one of the largest general insurance failures in the UK, and as a non-executive Director of PwC’s Bermuda based global insurance captive.

“Mark Batten’s impressive professional background, along with his direct experience as a board member of AGUK, makes him an ideal addition to Assured Guaranty’s Board. I look forward to working with him and learning how we may apply his insights to our global business strategy,” said Assured Guaranty Board Chair Francisco L. Borges.

“I’m delighted Mark is joining the Board of our parent company. He has been a leader in fields as varied as accounting, audit, financial services and insurance, as well as government finance, and restructuring matters. He brings a wealth of relevant experience to our Board,” added Dominic Frederico, President and CEO of Assured Guaranty.

“Assured Guaranty has a strong leadership team committed to disciplined risk management and building shareholder value, with a proven track record of almost four decades,” said Mr. Batten. “It has been a rewarding experience serving on AGUK’s board, and I am extremely pleased to take on an additional role at Assured Guaranty.”

In addition to his board responsibilities at Assured Guaranty and AGUK, Mr. Batten is a non-executive director of other financial services and real estate companies, including Picton Property Income Ltd, which is listed on the London Stock Exchange, and Weatherby’s Bank Ltd, a UK domiciled Private Bank. He also serves as Chair of the Governing Body of Westminster School.

###

About Assured Guaranty Ltd.

Assured Guaranty Ltd. is a publicly traded (NYSE: AGO), Bermuda-based holding company. Through its subsidiaries, Assured Guaranty provides credit enhancement products to the U.S. and non-U.S. public finance, infrastructure and structured finance markets. Assured Guaranty also participates in the asset management business through its ownership interest in Sound Point Capital Management LP and certain of its investment management affiliates. More information on Assured Guaranty Ltd. and its subsidiaries can be found at AssuredGuaranty.com.

Cautionary Statement Regarding Forward-Looking Statements

Any forward-looking statements made in this press release reflect Assured Guaranty’s 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 this press release. These risks and uncertainties include, but are not limited to, difficulties executing Assured Guaranty’s business strategy and other risk factors identified in Assured Guaranty’s 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 February 20, 2024. 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.

Robert Tucker

Senior Managing Director, Investor Relations and Corporate Communications

212-339-0861
rtucker@agltd.com

Ashweeta Durani

Vice President, Corporate Communications

212-408-6042
adurani@agltd.com

Cover Page Cover Page	Feb. 19, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 19, 2024
Entity Registrant Name	ASSURED GUARANTY LTD.
Entity Incorporation, State or Country Code	D0
Entity File Number	001-32141
Entity Tax Identification Number	98-0429991
Entity Address, Address Line One	30 Woodbourne Avenue
Entity Address, City or Town	Hamilton
Entity Address, Postal Zip Code	HM 08
Entity Address, Country	BM
City Area Code	441
Local Phone Number	279-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001273813
Common Shares \| New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Shares
Trading Symbol	AGO
Security Exchange Name	NYSE
Assured Guaranty US Holdings Inc. 6.125% Senior Notes Due 2028 \| New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Assured Guaranty US Holdings Inc. 6.125% Senior Notes due 2028 (and the related guarantee of Registrant)
Trading Symbol	AGO/28
Security Exchange Name	NYSE
Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 \| New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Assured Guaranty US Holdings Inc. 3.150% Senior Notes due 2031 (and the related guarantee of Registrant)
Trading Symbol	AGO/31
Security Exchange Name	NYSE
Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 \| New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Assured Guaranty US Holdings Inc. 3.600% Senior Notes due 2051 (and the related guarantee of Registrant)
Trading Symbol	AGO/51
Security Exchange Name	NYSE