공시 • Sep 30
American Acorn Corporation acquired 100% stake in Ambac Assurance Corporation (AAC) from Ambac Financial Group, Inc. (NYSE:AMBC).
American Acorn Corporation entered into a stock purchase agreement to acquire 100% stake in Ambac Assurance Corporation (AAC) from Ambac Financial Group, Inc. (NYSE:AMBC) for $420 million on June 4, 2024. Ambac will sell all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation and 9.9% equity warrants priced at $18.50. The purchase price is subject to adjustments. The AAC Sale Agreement provides that the Company will seek the affirmative vote in favor of the AAC Transaction by the holders of a majority of the issued and outstanding shares Company Common Stock. As of November 2023, AMBC was engaged with Moelis & Co. to explore strategic options for AAC and AUK.
At the closing of the AAC Transaction, the Company will issue to Buyer or its designee, a warrant exercisable for a number of shares of common stock, par value $0.01, of the Company representing 9.9% of the fully diluted shares of the Company’s common stock as of March 31, 2024, pro forma for the issuance of the Warrant. The Warrant will have an exercise price per share of $18.50 with a six and a half-year term from the date of issuance and will be immediately exercisable.
The AAC Sale Agreement contains certain customary termination rights for each of the Company and Buyer, including, (i) by mutual written agreement, (ii) if the AAC Transaction has not been consummated on or before April 4, 2025, subject to certain extensions for 90 days, (iii) the other party is in breach of the AAC Sale Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured or, if curable, has not been cured within 60 days after written notice to the other party of such breach or (iv) the Stockholder Approval is not received. In addition, Buyer may terminate the AAC Sale Agreement if the Company changes its recommendation to the Company’s stockholders regarding the AAC Transaction.
The Company would pay Buyer an amount equal to $22 million if all of the following occur: (i) the AAC Sale Agreement is terminated as a result of (a) not closing the AAC Transaction by the End Date, (b) failure to obtain the Stockholder Approval or (c) a Company breach of certain covenants that would cause closing conditions not to be satisfied, (ii) the Company has received an alternative acquisition proposal prior to termination of the AAC Sale Agreement and (iii) within 12 months after termination of the AAC Sale Agreement, the Company enters into a definitive agreement for an alternative acquisition. The Company would also pay Buyer the Termination Fee if the AAC Sale Agreement is terminated for (x) Company breach of certain covenants that would cause closing conditions not to be satisfied, (y) failure to obtain the Stockholder Approval at a time when Buyer could have terminated the AAC Sale Agreement for Company breach of certain covenants that would cause closing conditions not to be satisfied or (z) the Company changing its recommendation to the Company’s stockholders regarding the AAC Transaction.
In addition to the Termination Fee, the Company would pay Buyer up to $6 million as a reimbursement of Buyer’s reasonably documented out-of-pocket fees and expenses incurred in connection with the AAC Transactions if (i) the AAC Sale Agreement is terminated as a result of not closing the AAC Transaction by the End Date or failure to obtain the Stockholder Approval, and the Termination Fee is payable, (ii) the AAC Sale Agreement is terminated as a result of a Company breach of certain covenants that would cause closing conditions not to be satisfied or (iii) the AAC Sale Agreement is terminated as a result of the Company changing its recommendation to the Company’s stockholders regarding the AAC Transaction.
The closing of the AAC Transaction is subject to customary closing conditions, including the receipt of specified regulatory approvals, antitrust approval, and the Shareholder Approval. The estimated closing is fourth quarter of 2024 or the first quarter of 2025. AAC reported total assets worth $8.4 billion in Q1 2024. As of October 16, the transaction has been approved by the shareholders of Ambac Financial Group, Inc. (NYSE:AMBC). As of November 12, with PRA approving the sale, only the Wisconsin OCI's approval is pending, which is expected to happen later this year or early next year. As of July 3, 2025, the terms of the stock purchase agreement has been extended from July 3, 2025 to December 31, 2025, subject to an automatic 90-day extension if regulatory approvals have not been obtained by the End Date.
Moelis & Company LLC served as exclusive financial advisor and fairness opinion provider to Ambac. Kristen Matthews, Nicholas Potter, Eric Juergens, Steven Slutzky, Meir Katz, Daniel Priest, Ben Lee Friedman, Caroline Geiger and Tigist Kassahun of Debevoise & Plimpton LLP provided legal counsel to Ambac. BlackRock’s Financial Markets Advisory team served as valuation advisor and Rajab S. Abbassi, Hamed Meshki, Kimberly Meng Han, Spencer Brass, Parimah Hassouri, Rachel W. Sheridan, Shagufa R. Hossain, Anthony Sanderson, Jack Stratton, Matthew S. Lovell, Daniel Fallon, Mike Beinus, Vivek Ratnam, Jake Jung, Joshua Greenblatt, Amal El Bakhar, Matthew Antinossi, Mari Stonebraker, Katrina Levy, and David M. Nemecek of Kirkland & Ellis LLP served as legal counsel to Oaktree. Stuart Rogers of Alston & Bird, LLP represented Moelis & Company as financial advisor.
American Acorn Corporation completed the acquisition of 100% stake in Ambac Assurance Corporation (AAC) from Ambac Financial Group, Inc. (NYSE:AMBC) on September 29, 2025.