ago-20240708

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)—July 8, 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 7.01			Regulation FD

			Assured Guaranty Municipal Corp. (“AGM”) and Assured Guaranty Inc. (“AG”), each an indirect wholly owned subsidiary of Assured Guaranty Ltd. (“AGL” and, together with its subsidiaries, “Assured Guaranty”), plan for AGM to merge with and into AG, with AG as the surviving company (the “Merger”). The effective date of the Merger is expected to be on or about August 1, 2024. Upon effectiveness of the Merger, all liabilities of AGM, including insurance policies issued or assumed by AGM, will become obligations of AG. Assured Guaranty has received all regulatory approvals for the Merger and consummation of the Merger is subject to customary closing conditions. On July 8, 2024, AGL issued a press release announcing the Merger and the availability of a presentation containing information about the Merger and the combined company. A copy of the press release and the presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein. Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The information in this Item 7.01 (excluding Exhibit 99.1 and 99.2) shall be considered “filed” for purposes of Section 18 under the Exchange Act.
Item 9.01			Financial Statements and Exhibits. (d) Exhibits

Exhibit Number			Description
99.1			Assured Guaranty Ltd. Press Release dated July 8, 2024 announcing merger (furnished)
99.2			Merger Presentation dated July 8, 2024 (furnished)
104.1			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: July 8, 2024

Assured Guaranty Ltd. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits