- Current report filing (8-K)
2010年11月1日 - 8:46PM
Edgar (US Regulatory)
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): November 1, 2010 (October 29, 2010)
AMBAC
FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-10777
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13-3621676
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(State
of incorporation)
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(Commission
file number)
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(I.R.S. employer
identification no.)
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One State Street Plaza, New York,
New York 10004
(Address of principal executive offices) (Zip Code)
(212) 668-0340
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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On
October 29, 2010, the Board of Directors of Ambac Financial Group, Inc. (the Company) decided not to make a regularly scheduled interest payment on the Companys 7.50% Debentures due May 1, 2023 (the 2023
Notes). The interest payment was scheduled to be made on November 1, 2010. If the interest is not paid within 30 days of the scheduled interest payment date, an event of default will occur under the indenture for the 2023 Notes. The
occurrence of an event of default would permit the holders of the 2023 Notes to accelerate the maturity of the notes. As of June 30, 2010, the Company had total indebtedness of $1,622 million. The next scheduled payment of interest on the
Companys indebtedness is November 15, 2010.
To date, the Company has been unable to raise additional capital as an
alternative to seeking bankruptcy protection. As such, the Company is currently pursuing with an ad hoc committee of senior debt holders a restructuring of its outstanding debt through a prepackaged bankruptcy proceeding. There can be no assurance
that any definitive agreement will be reached. If the Company is unable to reach agreement on a prepackaged bankruptcy in the near term, it intends to file for bankruptcy under Chapter 11 of the United States Bankruptcy Code prior to the end of the
year. Such filing may be with or without agreement with major creditor groups concerning a plan of reorganization. The filing for bankruptcy protection would accelerate the maturity of all of the Companys indebtedness.
A significant consideration for any restructuring or reorganization is the impact, if any, on the Companys estimated $7.0 billion
net operating loss (NOLs) tax carry forward. The Company considers the NOLs to be a valuable asset. However, the Companys ability to use the NOLs could be substantially limited if there were an ownership change as
defined under Section 382 of the Internal Revenue Code of 1986, as amended. In general, an ownership change would occur if shareholders owning 5% or more of the Companys stock increased their percentage ownership (by value) in the Company
by 50% or more, as measured over a rolling three year period beginning with the last ownership change. These provisions can be triggered by new issuances of stock, merger and acquisition activity or normal market trading. On February 2, 2010,
the Company entered into a Tax Benefit Preservation Plan to reduce the risk of an ownership change resulting from the trading of the Companys stock.
If the Company files for bankruptcy protection, stock issued to the Companys debt holders in connection with a reorganization could trigger an ownership change if a significant portion of the debt
being exchanged had been held by such debt holders for less than 18 months prior to the filing for bankruptcy and certain other factual or legal exceptions were not applicable. Accordingly, extensive buying of the Companys debentures prior to
a bankruptcy filing by persons who could hold 5% or more of the Companys stock following a bankruptcy reorganization could substantially limit the Companys ability to use its NOLs.
Prior to the occurrence of an event of default under the indenture for the 2023 Notes, the Company intends either (i) to pay
interest on the 2023 Notes, (ii) to solicit acceptances for a prepackaged plan of reorganization and, if such solicitation is successful, then to file for bankruptcy with a related prepackaged plan or (iii) to file for bankruptcy under
Chapter 11 of the United States Bankruptcy Code. Several factors may influence which of the above courses of action the Company may take, including the status of negotiations with the ad hoc committee of senior debt holders and actions required to
preserve the NOLs.
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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 thereunto duly authorized.
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Ambac Financial Group, Inc.
(Registrant)
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Dated: November 1, 2010
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By:
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/s/ David Trick
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Name:
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David Trick
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Title:
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Senior Managing Director, Chief Financial Officer and Treasurer
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2
AMBAC (NYSE:ABK)
過去 株価チャート
から 5 2024 まで 6 2024
AMBAC (NYSE:ABK)
過去 株価チャート
から 6 2023 まで 6 2024