Ambac Provides Assistance to Clients Looking to Lower Interest Costs
08 Aprile 2008 - 10:27PM
Business Wire
Ambac Financial Group, Inc. (NYSE: ABK) (Ambac) today announced
that it is pleased to have partnered with clients who have sought
ways in which to mitigate the impact of the recent turmoil in the
financial markets which has created unexpected increases in
interest rates on auction rate and other variable rate debt. Ambac
believes that some of these options may represent feasible
alternatives for other participants in the variable rate financing
marketplace. Among the potential alternatives, issuers and their
advisors may want to consider the following: Letter of Credit Wraps
Banks have been willing to provide direct-pay letters of credit to
provide additional credit enhancement and liquidity for existing
transactions, including auction rate securities being converted to
variable rate demand bonds. The Ambac bond insurance policy can
remain in effect in these deals, preserving the value of the
policy. Ambac and a client closed an initial transaction in
mid-March and we are currently documenting several others following
this format. Key components include: Letter of credit pays
principal and interest and is reimbursed by issuer/borrower Ambac
wraps reimbursement obligations to bank for credit draws Ambac may
be willing to cover a term-out of Bank Bonds in certain
circumstances Ambac controls acceleration and most remedies Most
banks are comfortable with Ambac retaining control until an Ambac
payment default Other banks have the right to force a redemption
with an LC draw following an issuer/borrower payment default (with
contemporaneous cancellation of any Ambac-related exposure to swaps
and debt service reserve funds), ending Ambac�s involvement in the
deal and taking control of remedies Standby Amendments Most Standby
Bond Purchase Agreements (�SBPAs�) contain Immediate Termination
Events (�ITEs�) based on events related to the bond insurer.
Certain credits have successfully amended their SBPAs to either
remove the ITEs (permanently or temporarily) or to change them to
relate to both the bond insurer and the obligor or, in select
cases, solely to the obligor. Ambac has worked with a number of
clients who have benefited from this change through lower interest
rate resets. Conversion to Term Mode (1 or more years) Some deals
have opted to convert to a Term Mode, ranging from one to five
years, with the purchaser benefiting from the insurance policy. To
accommodate the conversion, Ambac has consented to the mode change
and, for select credits, waived the requirement that a liquidity
facility be in place to cover the put at the end of the Term Mode,
allowing issuers to stabilize rates but retain flexibility over the
longer term. The underlying credit and liquidity strength, as well
as the consequences under the bond documents if there is a failed
remarketing at the end of the Term Mode, are key considerations in
these transactions. Issuers Buying Their Bonds Ambac has consented
to allow issuers and borrowers to buy their auction rate and
variable rate demand bonds and hold them for a limited time, while
retaining the benefit of the Ambac policy over the longer term.
Some clients fund this from cash on hand; others are obtaining
loans or issuing other debt. Clients hold the bonds subject to
limitations on transfer to other parties. Ambac has approved this
option for several clients and, with recent guidance from the SEC,
a more defined structure should emerge in the marketplace to
implement it, based on input from bond counsel and investment
bankers. Trust Structures Some Ambac clients are in the process of
forming limited purpose trusts to purchase their Ambac-wrapped
bonds, with funding obtained from a bank loan or other debt and
secured by a lien on the bonds. As with the situation where the
issuer buys its own bonds, this has the advantage of preserving the
bond insurance for the long term, since the trust can be broken
when market rates return to equilibrium. Transfers of the bonds are
restricted and the trust and any lenders waive their right to make
a claim on the bond insurance policy while the bonds are held under
such a structure. Exchanges of Bonds Subject to compliance with
recent Treasury notices and other applicable law, issuers and
borrowers may be able to �exchange� New Bonds for Old Bonds, which
will be cancelled and no longer outstanding under the old bond
documents, giving issuers the benefit of a refunding without most
of the burdens. In connection with such transactions, Ambac would
require that any related Ambac-insured swaps be terminated or the
swap sureties cancelled and returned and any debt service reserve
fund sureties also be cancelled and returned. Fixed Rate Refundings
Certain issuers and borrowers may be unable to undertake one of
these alternatives and may wish to eliminate their exposure to
variable rate debt. Ambac is in discussions with some clients in an
attempt to structure Ambac-wrapped fixed-rate refundings with
economically attractive terms. The options briefly summarized above
may prove beneficial for you or your clients and Ambac welcomes the
opportunity to discuss these and other alternatives in more detail
at your convenience. Please contact your client representative or
email us for further discussion at consents@ambac.com. We look
forward to hearing from you and continuing to work with you to
achieve your financial goals. Forward-Looking Statements This
release contains statements that may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Any or all of
management�s forward-looking statements here or in other
publications may turn out to be wrong and are based on Ambac�s
management current belief or opinions. Ambac�s 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)�changes in the economic, credit, foreign currency or interest
rate environment in the United States and abroad; (2)�the level of
activity within the national and worldwide credit markets;
(3)�competitive conditions and pricing levels; (4)�legislative and
regulatory developments; (5)�changes in tax laws; (6) changes in
our business plan, including changes resulting from our decision to
discontinue writing new business in the financial services area, to
significantly reduce new underwriting of structured finance
business and to discontinue all new underwritings of structured
finance business for six months; (7)�the policies and actions of
the United States and other governments; (8)�changes in capital
requirements whether resulting from downgrades in our insured
portfolio or changes in rating agencies� rating criteria or other
reasons; (9)�changes in Ambac�s and/or Ambac Assurance�s credit or
financial strength ratings; (10)�changes in accounting principles
or practices relating to the financial guarantee industry or that
may impact Ambac�s reported financial results; (11)�inadequacy of
reserves established for losses and loss expenses; (12)�default by
one or more of Ambac Assurance�s�portfolio investments, insured
issuers, counterparties or reinsurers; (13)�credit risk throughout
our business, including large single exposures to reinsurers;
(14)�market spreads and pricing on insured collateralized debt
obligations (�CDOs�) and other derivative products insured or
issued by Ambac; (15)�credit risk related to residential mortgage
securities and CDOs; (16)�the risk that holders of debt securities
or counterparties on credit default swaps or other similar
agreements seek to declare events of default or seek judicial
relief or bring claims alleging violation or breach of covenants by
Ambac or one of its subsidiaries; (17)�the risk that our
underwriting and risk management policies and practices do not
anticipate certain risks and/or the magnitude of potential for loss
as a result of unforeseen risks; (18)�the risk of volatility in
income and earnings, including volatility due to the application of
fair value accounting, or FAS 133, to the portion of our credit
enhancement business which is executed in credit derivative form;
(19)�operational risks, including with respect to internal
processes, risk models, systems and employees; (20)�the risk of
decline in market position; (21)�the risk that market risks impact
assets in our investment portfolio; (22)�the risk of credit and
liquidity risk due to unscheduled and unanticipated withdrawals on
investment agreements; (23)�changes in prepayment speeds on insured
asset-backed securities; (24) factors that may influence the amount
of installment premiums paid to Ambac; (25)�the risk that we may be
required to raise additional capital, which could have a dilutive
effect on our outstanding equity capital and/or future earnings;
(26)�our ability or inability to raise additional capital,
including the risks that regulatory or other approvals for any plan
to raise capital are not obtained, or that various conditions to
such a plan, either imposed by third parties or imposed by Ambac or
its Board of Directors, are not satisfied and thus potentially
necessary capital raising transactions do not occur, or the risk
that for other reasons the Company cannot accomplish any
potentially necessary capital raising transactions; (27)�the risk
that Ambac�s holding company structure and certain regulatory and
other constraints, including adverse business performance, affect
Ambac�s ability to pay dividends and make other payments; (28)�the
risk of litigation and regulatory inquiries or investigations, and
the risk of adverse outcomes in connection therewith, which could
have a material adverse effect on our business, operations,
financial position, profitability or cash flows; (29)�other
additional factors described in the Risk Factors section of Ambac�s
Current Report on Form 8-K dated March 12, 2008 and in its Annual
Report on Form 10-K for the fiscal year December 31, 2007 and also
disclosed from time to time by Ambac in its subsequent reports on
Form 10-Q and Form 8-K, which are or will be available on the Ambac
website at www.ambac.com and at the SEC�s website, www.sec.gov; and
(30)�other risks and uncertainties that have not been identified at
this time. Readers are cautioned that forward-looking statements
speak only as of the date they are made and that Ambac does not
undertake to update forward-looking statements to reflect
circumstances or events that arise after the date the statements
are made. You are therefore advised to consult any further
disclosures we make on related subjects in Ambac�s reports to the
SEC. Ambac Financial Group, Inc., headquartered in New York City,
is a holding company whose affiliates provide financial guarantees
and financial services to clients in both the public and private
sectors around the world. Ambac's principal operating subsidiary,
Ambac Assurance Corporation, a guarantor of public finance and
structured finance obligations, has earned triple-A ratings from
Moody's Investors Service, Inc. and Standard & Poor's Ratings
Services; and a double-A rating from Fitch, Inc. Moody's, Standard
& Poor's and Fitch all maintain a �negative outlook�. Ambac
Financial Group, Inc. common stock is listed on the New York Stock
Exchange (ticker symbol ABK).
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