ASSURED GUARANTY LTD 8-K

What Happened

• Assured Guaranty Ltd. (through its wholly owned subsidiary Assured Guaranty UK Holdings Ltd.) announced it entered into and closed a sale and purchase agreement to buy Warwick Company (UK) Limited and its subsidiaries (the "Warwick Group") for cash consideration of approximately $158 million. The transaction closed on January 21, 2026.
• Warwick Group is the 100% indirect owner of Warwick Re Limited, a Class E long‑term (life) reinsurer incorporated in Bermuda. Assured Guaranty received the Bermuda Monetary Authority’s prior no‑objection under the Insurance Act 1978 to become a shareholder controller of Warwick Re.

Key Details

• Purchase Price: approximately $158 million, subject to certain post‑closing adjustments; a portion is held in escrow pending final agreement on Warwick Group’s book value as of December 31, 2025.
• Sellers: Long Duration Financing Sub LLC, Blue Owl GP Stakes V (B) LP, Axonic Funding (Cayman) LP and Axonic Capital LLC.
• Protections: certain sellers agreed to indemnify the purchaser for specified losses (subject to limitations); the purchaser also obtained warranty & indemnity insurance covering certain representation and warranty breaches (with exclusions, retentions and limits).
• Closing date: January 21, 2026. A press release announcing the signing and closing was issued the same day.

Why It Matters

• This is an acquisitive expansion into long‑term life reinsurance via a Bermuda‑incorporated reinsurer (Warwick Re), which could affect Assured Guaranty’s mix of insurance/reinsurance operations and risk exposures.
• The transaction size (~$158M) is material information for investors assessing company growth and capital deployment. Post‑closing adjustments, escrow amounts and indemnities mean the final net cost and contingent obligations could change after closing.
• The filing notes that the transaction warranties and related documentation primarily benefit the deal parties (not Assured Guaranty’s public investors), and that some schedules/disclosures are omitted from the filing. Investors should monitor future filings for any material updates.