Company Reduces Quarterly Dividend from $0.21 to $0.07; Appoints Director Michael A. Callen as Chairman and Interim Chief Executive Officer, Succeeding Robert J. Genader, who is Retiring; Announces Estimate of Fourth Quarter Mark-to-Market Loss on Credit Derivatives Portfolio and Estimate of Fourth Quarter Loss Provision; Schedules Fourth Quarter Earnings Release for January 22, 2008NEW YORK, Jan 16, 2008 (BUSINESS WIRE) -- Ambac Financial Group, Inc. (NYSE: ABK) (Ambac) today announced
that its Board of Directors has approved a plan to strengthen its
capital base through the issuance of at least $1 billion of equity and
equity-linked securities. This plan may also include additional
capital from reinsurance or issuance of debt securities. Ambac said
that it is committed to maintaining its triple-A financial strength.
By raising at least $1 billion in capital, Ambac is expected to meet
or exceed Fitch Ratings' current triple-A capital requirements for the
Company. The Company noted that its existing capital position
currently meets or exceeds the triple-A capital requirements of both
S&P and Moody's. As part of its capital initiative, Ambac also said
that it will reduce the quarterly dividend on its common stock from
$0.21 per share to $0.07 per share.
Management Change
Ambac's Board of Directors announced today that it has named
Michael A. Callen as Chairman and Interim Chief Executive Officer. Mr.
Callen has been Presiding Director and a member of the Audit and Risk
Assessment; Compensation; and Governance committees of Ambac's Board
of Directors. He succeeds Robert J. Genader, who will retire from the
Company effective today. "Mike has extensive experience in advising
and leading companies engaged in sophisticated capital markets
transactions, and he will provide valuable leadership to the excellent
management team at Ambac," said Jill Considine, Chairman of the
Board's Governance Committee. Ms. Considine commented further, "On
behalf of the Board and everyone at Ambac, I would like to thank Bob
Genader for his more than 20 years of dedication to Ambac. He has
served the Company in almost every capacity throughout his long
career, and has been a true asset. Indeed, one of the most important
testaments to his leadership is the highly-qualified management team
currently at Ambac. We wish him well in his retirement."
Mr. Callen said, "We have great confidence in our plan to enhance
Ambac's capital position by over $1 billion within an accelerated time
frame. We are optimistic about the long-term business opportunities
ahead for Ambac, even as we respond to the volatility in the present
credit market. We expect that our experienced management team,
significant size and scale, and expertise in growing market sectors
such as global infrastructure finance will help us tap the potential
of the market today and into the future." Mr. Callen also stated that
the Company has been working with Credit Suisse as its financial
adviser.
Mark-to-market and Losses
The Company also announced the results of its fourth quarter fair
value review of its outstanding credit derivative contracts. Ambac's
estimate of the fair value or "mark-to-market" adjustment for its
credit derivative portfolio for the quarter ended December 31, 2007
amounted to an estimated loss of $5.4 billion, pre-tax, $3.5 billion,
after tax. Of the estimated $5.4 billion pre-tax mark-to-market loss,
approximately $1.1 billion represents estimated credit impairment
related to certain collateralized debt obligations of asset-backed
securities transactions. These transactions are backed primarily by
mezzanine level subprime residential mortgage-backed securities that
have been internally downgraded to below investment grade. Ambac
continues to believe that the balance of the mark-to-market losses
taken to date are not predictive of future claims and that, in the
absence of further credit impairment, the cumulative marks would be
expected to reverse over the remaining life of the insured
transactions.
Ambac also expects to report a loss provision amounting to
approximately $143 million, pre-tax. The loss provision relates
primarily to underperforming home equity line of credit and closed-end
second lien RMBS securitizations.
As a result of the aforementioned losses, Ambac expects to report
a net loss per share of up to $32.83 for the fourth quarter ended
December 31, 2007. Earnings measures reported by research analysts are
on an operating basis and exclude the net income impact of
mark-to-market gains and losses on credit derivative contracts
internally rated investment grade, as well as certain other items.
Ambac expects to report operating losses(1) per share of up to $5.80
for the fourth quarter primarily as a result of the aforementioned
losses on CDOs and home equity line of credit transactions. In
addition, book value per share is expected to be approximately $21.00
per share at December 31, 2007.
Michael A. Callen
Mr. Callen has been a member of the Board since Ambac went public
in 1991. He spent more than 25 years at Citigroup and was a director
and Sector Executive for Citicorp from 1987 to 1992. Since 1996, Mr.
Callen has been President of financial consulting firm, Avalon Argus
Associates, LLC. He was Special Advisor to the National Commercial
Bank located in Jeddah in the Kingdom of Saudi Arabia from 1993 to
1996. He has been an independent consultant and an Adjunct Professor
at Columbia University Business School and at Georgetown's Masters of
Science in Foreign Services program. Mr. Callen also serves as a
director of Intervest Corporation of New York and Intervest Bancshares
Corporation.
Ambac said that, consistent with NYSE requirements and corporate
governance best practices, upon assuming his new responsibilities as
Chairman of the Board and interim Chief Executive Officer, Mr. Callen
will no longer serve as a member of the Audit and Risk Assessment,
Compensation and Governance Committees.
W. Grant Gregory
The Company also said that on January 13, 2008, W. Grant Gregory
resigned from the Board of Directors of Ambac and Ambac Assurance
Corporation in order to concentrate on his professional
responsibilities as the President of Cerberus Operations and Advisory
Company, LLC., an affiliate of Cerberus Capital Management, L.P. "On
behalf of the Board of Directors of Ambac, we understand that Grant
has many responsibilities at Cerberus, and we will miss the dedication
and insight that he brought to the Board," commented Mr. Callen.
Fourth Quarter Earnings Release and Conference Call
Ambac will move the reporting of its fourth quarter results to
Tuesday, January 22, 2008 at 6:00 a.m. (ET), from the originally
scheduled date of Wednesday, January 30, 2008. Messrs. Callen and Sean
Leonard, Chief Financial Officer, will host a conference call that day
at 10:00 a.m. (ET) to discuss the financial results and the status of
Ambac's capital expansion plan. The call in number to listen in is
877-407-0778 (U.S.) and 201-689-8565 (outside the U.S.). The
conference call will also be webcast live at www.ambac.com.
Ambac is providing this preliminary information about its fourth
quarter results prior to the scheduled earnings announcement date in
light of market events of recent months and the management change.
Investors should not expect Ambac to provide information about the
results of future quarters in advance of scheduled quarterly earnings
announcement dates. In addition, investors should not expect Ambac to
update the information provided in this release in advance of the
scheduled announcement date for its fourth quarter.
Forward-Looking Statements
This release contains statements about our future results that may
constitute "forward-looking statements" within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations
and are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those included in these statements
due to a variety of factors. More information about these factors is
contained in Ambac's filings with the Securities and Exchange
Commission. There are a variety of factors, many of which are beyond
Ambac's control, which affect the operations, performance, business
strategy and results and could cause its actual results to differ
materially from the expectations and objectives expressed in any
forward-looking statements. Readers are cautioned not to place undue
reliance on forward-looking statements which speak only as of the date
they are made. Ambac does not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise
after the date the forward-looking statements are made. The reader
should, however, consult any further disclosures Ambac may make in its
future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.
Ambac may also, from time to time, disclose financial information
on a non-GAAP basis where management believes this information is
valuable to investors in gauging the quality of Ambac's financial
performance and identifying trends.
Ambac may file a registration statement (including a prospectus)
and prospectus supplements with the Securities and Exchange Commission
for the potential offerings of equity and equity-linked securities to
which this communication relates. Before you invest, you should read
the prospectus in that registration statement, the prospectus
supplement relating to the applicable offering and any other documents
that Ambac has filed with the SEC for more complete information about
Ambac and the applicable offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov .
Alternatively, Ambac will arrange to send you the prospectus and the
applicable prospectus supplement after filing if you request it by
calling toll-free 1-800-221-1854, or by emailing Peter Poillon of
Ambac's Investor Relations at ppoillon@ambac.com.
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 leading guarantor of public finance and
structured finance obligations, has earned triple-A ratings from
Moody's Investors Service, Inc., Standard & Poor's Ratings Services
and Fitch, Inc. Standard & Poor's has placed Ambac's triple-A rating
on "negative outlook." Fitch has placed Ambac's triple-A rating on
"rating watch negative." Ambac Financial Group, Inc. common stock is
listed on the New York Stock Exchange (ticker symbol ABK).
(1) Operating earnings is not a substitute for net income computed
in accordance with GAAP, but is a useful measure of performance used
by management, equity analysts and investors because it allows more
consistent period-to-period comparison of our earnings without the
effects of our credit derivative mark-to-market adjustments discussed
in this press release and other adjustments. Operating earnings
measures income from operations excluding the impact of investment
portfolio realized gains and losses, mark-to-market gains and losses
on credit, total return and non-trading derivative contracts and
certain other items (collectively "net security gains and losses").
The definition of operating earnings used by Ambac may differ from
definitions of operating earnings used by other public holding
companies of financial guarantors. The following reconciles estimated
GAAP net loss per share to estimated operating loss per share for the
fourth quarter of 2007:
Estimated
Fourth Quarter
2007
---------------
Net loss per share ($32.83)
Effect of net security losses $34.06
Less impairment losses ($7.03)
---------------
Operating loss per share ($5.80)
---------------
SOURCE: Ambac Financial Group, Inc.
Ambac Financial Group, Inc.
Investors/Media:
Peter R. Poillon, 212-208-3333
ppoillon@ambac.com
www.ambac.com