8-K

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) — May 31, 2013

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.)

Assured Guaranty Ltd.

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On May 31, 2013, Assured Guaranty Ltd. (“Assured Guaranty”) entered into an agreement (the “Agreement”) with funds associated with WL Ross & Co. LLC and its affiliates (collectively, the “WLR Funds”) and Wilbur L. Ross, Jr. to purchase from the WLR Funds and Mr. Ross an aggregate of 5 million of Assured Guaranty’s common shares for $109.7 million. The purchase price of $21.94 per share represents a 3% discount from the closing price of Assured Guaranty’s common shares on the New York Stock Exchange on May 31, 2013.  This share purchase will reduce the WLR Funds’ and Mr. Ross’s ownership of Assured Guaranty’s common shares to approximately 14.9 million common shares, or to approximately 8% of Assured Guaranty’s total common shares outstanding, from approximately 10.5% of such outstanding common shares. The purchase of these shares will be funded with existing funds and is part of Assured Guaranty’s previously announced share repurchase plan.  The transaction is expected to close on June 5, 2013.  After giving effect to the transaction, approximately $71 million remains available under Assured Guaranty’s current share repurchase authorization.

A copy of the Agreement is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 — Share Purchase Agreement, dated May 31, 2013, among Assured Guaranty Ltd., WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR AGO Co-Invest, L.P., WLR/GS Master Co-Investment, L.P., WLR IV Parallel ESC, L.P and Wilbur L. Ross, Jr.

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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 hereunto duly authorized.

ASSURED GUARANTY LTD.
By:	/s/ James M. Michener
	James M. Michener General Counsel

Date:June 3, 2013

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Share Purchase Agreement, dated May 31, 2013, among Assured Guaranty Ltd., WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR AGO Co-Invest, L.P., WLR/GS Master Co-Investment, L.P., WLR IV Parallel ESC, L.P and Wilbur L. Ross, Jr.

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EX-10.1

Exhibit 10.1

May 31, 2013

WLR Recovery Fund IV, L.P.
WLR Recovery Fund III, L.P.
WLR AGO Co-Invest, L.P.
WLR/GS Master Co-Investment, L.P.
WLR IV Parallel ESC, L.P.
Wilbur L. Ross, Jr.
c/o WL Ross & Co. LLC
1166 Avenue of the Americas
New York, New York  10036

Re:          Sale of Assured Guaranty Ltd. Common Shares

Dear Sirs:

The Sellers identified below (collectively, the “Sellers”) have each indicated that they wish to sell to Assured Guaranty Ltd. (“Assured Guaranty” or “Purchaser”) the number of common shares, par value $0.01 per share (the “Shares”), of Assured Guaranty identified on Exhibit A which the Sellers currently own.  Assured Guaranty hereby agrees to purchase the Shares from the Sellers, free and clear of all liens, security interests, claims and encumbrances whatsoever, at U.S. $21.94 per Share.  The purchase price shall be paid by wire transfer, and the shares shall be delivered, in accordance with instructions to be provided by the Sellers and the Purchaser not less than one business day prior to the Payment Date (as defined below).  Payment shall be made on June 5, 2013 (the “Payment Date”), subject to delivery of the documents listed below.

Each Seller hereby severally represents and warrants to the Purchaser as of the date of this letter and as of the Payment Date (as if such representations and warranties were made on the Payment Date) as follows:

(a)           Such Seller (other than Mr. Ross) is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Assured Guaranty Ltd. | Assured Guaranty Corp. | Assured Guaranty Municipal Corp. | Assured Guaranty Re Ltd.

30 Woodbourne Avenue, 5th Floor	main	441 279 5700	info@assuredguaranty.com	www.assuredguaranty.com
Hamilton HM 08	fax	441 279 5701
Bermuda

(b)           Such Seller has full power and authority to enter into this Letter Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this  Letter Agreement by such Seller  and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Seller to authorize this Letter Agreement and the transactions contemplated hereby and no further approval or authorization by any of the managers, members or partners of such Seller is required.  Such Seller has duly and validly executed and delivered this Letter Agreement.  This Letter Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies whether in law or in equity.

(c)           Such Seller owns the Shares it is selling pursuant to this Letter Agreement free and clear of all liens, security interests, claims and encumbrances whatsoever.  The information in Exhibit A with respect to such Seller is accurate and complete.

(d)           Such Seller has not used a broker or finder in connection with the transactions contemplated hereby and the Purchaser will not have any liability or otherwise suffer or incur any loss as a result of or in connection with any brokerage or finder’s fee or other commission of any person retained by such Seller in connection with the transactions contemplated by this Letter Agreement.

(e)           Neither the execution, delivery and performance by such Seller of this Letter Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by it with any of the provisions thereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Seller under any of the material terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Seller is a party or by which it may be bound, or to which such Seller or any of its properties or assets may be subject, or (ii) violate any statute, rule or regulation or, to the knowledge of such Seller, any judgment, ruling, order, writ, injunction or decree applicable to such Seller or any of its properties or assets, except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a material adverse effect on such Seller.

The Purchaser hereby represents and warrants to the Sellers as of the date of this letter and as of the Payment Date (as if such representations and warranties were made on the Payment Date) as follows:

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(a)           Purchaser is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)           Purchaser has full power and authority to enter into this Letter Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this  Letter Agreement by Purchaser  and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser to authorize this Letter Agreement and the transactions contemplated hereby and no further approval or authorization by any of the directors or shareholders of Purchaser is required.  Purchaser has duly and validly executed and delivered this Letter Agreement.  This Letter Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies whether in law or in equity.

(c)           Sellers will not have any liability or otherwise suffer or incur any loss as a result of or in connection with any brokerage or finder’s fee or other commission of any person retained by Purchaser in connection with the transactions contemplated by this Letter Agreement.

(d)           Neither the execution, delivery and performance by Purchaser of this Letter Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by it with any of the provisions thereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser under any of the material terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser is a party or by which it may be bound, or to which Purchaser or any of its properties or assets may be subject, or (ii) violate any statute, rule or regulation or, to the knowledge of Purchaser, any judgment, ruling, order, writ, injunction or decree applicable to Purchaser or any of its properties or assets, except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to have a material adverse effect on Purchaser.

The Purchaser’s obligation to pay for the Shares purchased hereunder is subject to the receipt, on or before the Payment Date, by Computershare, Assured Guaranty’s transfer agent, of such Shares by book-entry transfer to the account specified by the Purchaser to the Sellers.

Each of the Sellers, on the one hand, and the Purchaser on the other hand, shall bear their respective expenses with respect to the transactions contemplated hereby.  Each Seller shall pay all sales, use, stamp, transfer, service, recording and like taxes or fees, if any, imposed

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by any governmental authority in connection with the transfer and assignment of the Shares to be sold by it hereunder.

All common shares of Assured Guaranty owned by the Sellers and their affiliates that are not sold pursuant to this Letter Agreement shall remain subject to the terms of the Investment Agreement, dated as of February 28, 2008, between Assured Guaranty and WLR Recovery Fund IV, L.P., as amended as of November 13, 2008 and June 10, 2009 (the “Investment Agreement”) to the same extent that, immediately prior to the sale of Shares pursuant to this Letter Agreement, such shares were subject to the terms of the Investment Agreement.   Nothing in this Letter Agreement shall be deemed to modify the Investment Agreement, which will continue to remain in full force and effect following the purchase of the Shares pursuant to this Letter Agreement.

The parties hereby agree that, prior to the sales contemplated hereby, 14,501,896 of the Shares held by the Sellers (other than Wilbur L. Ross, Jr.) constitute Securities (as defined in the Investment Agreement) and, after the sales contemplated hereby, 14,060,029 of the Shares held by the Sellers (other than Wilbur L. Ross, Jr.) constitute Securities (as defined in the Investment Agreement), including in each case without limitation, for purposes of Section 5.6 of the Investment Agreement.

This Letter Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of law thereof.

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If the preceding accurately reflects our agreement, please sign the copies of this letter and return one to my attention.

			THE PURCHASER:
			ASSURED GUARANTY LTD.
			By:	/s/ James M. Michener
				Title:	General Counsel
Agreed and accepted
as of May 31, 2013
THE SELLERS:
WLR RECOVERY FUND IV, L.P
By:	WLR Recovery Associates IV, LLC
	Title: General Partner
	By:	/s/ Michael J. Gibbons
	Name:	Michael J. Gibbons
	Title:	Principal Member
WLR RECOVERY FUND III L.P.
By:	WLR Recovery Associates III, LLC
	Title: General Partner
	By:	/s/ Michael J. Gibbons
	Name:	Michael J. Gibbons
	Title:	Principal Member

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WLR AGO CO-INVEST, L.P.
By:	WLR Recovery Associates IV, LLC
	Title: General Partner
	By:	/s/ Michael J. Gibbons
	Name:	Michael J. Gibbons
	Title:	Principal Member
WLR/GS MASTER CO-INVESTMENT, L.P
By:	WLR Master Co-Investment GP, LLC
	Title: General Partner
	By:	/s/ Michael J. Gibbons
	Name:	Michael J. Gibbons
	Title:	Principal Member
WLR IV PARALLEL ESC, L.P.
By:	INVESCO WLR IV Associates LLC
	Title: General Partner
	By:	/s/ Michael J. Gibbons
	Name:	Michael J. Gibbons
	Title:	Principal Member
/s/ Wilbur L. Ross, Jr.
WILBUR L. ROSS, JR.

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EXHIBIT A

Name of Seller	Total Number of Shares Currently Held	Number of Shares to be Sold Pursuant to this Letter Agreement
WLR Recovery Fund IV, L.P.	16,505,636	4,154,734
WLR Recovery Fund III, L.P.	1,348,803	339,515
WLR AGO Co-Invest, L.P.	1,125,128	283,213
WLR/GS Master Co-Investment, L.P.	799,089	201,144
WLR IV Parallel ESC, L.P.	56,714	14,276
Wilbur L. Ross, Jr.	28,279	7,118
TOTAL	19,863,649	5,000,000

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