AMBAC Financial Group Files Proxy Materials

TL;DR

AMBC filed proxy docs, no fee. Standard corporate governance stuff.

AI Summary

AMBAC Financial Group, Inc. (AMBC) has filed a Definitive Additional Materials proxy statement (DEFA14A) on October 11, 2024. This filing relates to the company's proxy materials and does not involve a fee. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing indicates that AMBAC Financial Group is proceeding with its shareholder communication and voting processes, which are crucial for corporate governance and decision-making.

Risk Assessment

Risk Level: low — This is a routine SEC filing for proxy materials, not indicating any immediate financial risk or significant corporate event.

Key Players & Entities

• AMBAC FINANCIAL GROUP, INC. (company) — Registrant
• 0000874501-24-000235.txt (document) — Filing document name
• 20241011 (date) — Filing date

FAQ

Key Financial Figures

• $2.50 — nding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporati
• $420,000,000 — t, L.P., for aggregate consideration of $420,000,000 in cash, subject to certain adjustments
• $849 m — s of March 31, 2024, were approximately $849 million, $687 million and $674 million, r
• $687 million — 2024, were approximately $849 million, $687 million and $674 million, respectively. The di
• $674 m — ximately $849 million, $687 million and $674 million, respectively. The disclosure on

Filing Documents

• a05-014x32024ambcproxysupp.htm (DEFA14A) — 34KB
• 0000874501-24-000235.txt ( ) — 35KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 AMBAC FINANCIAL GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX) x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies (2) Aggregate number of securities to which the transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed EXPLANATORY NOTE The information in this supplement is being filed to update and supplement the proxy statement filed by Ambac Financial Group, Inc. ("Ambac") with the Securities and Exchange Commission (the SEC) on September 6, 2024 (the Proxy Statement), relating to the Ambac's special meeting of stockholders to be held on October 16, 2024 in connection with the proposed sale by Ambac of all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation, a Wisconsin stock insurance company and wholly-owned subsidiary of Ambac to American Acorn Corporation, a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., for aggregate consideration of $420,000,000 in cash, subject to certain adjustments (the "Sale"). As of October 11, 2024, subsequent to the filing of the Proxy Statement, six stockholder demand letters have been sent to Ambac by alleged Ambac stockholders in connection with the Sale. A stockholder demand letter was sent on behalf of Margot Boeckmann on September 19, 2024. A stockholder demand letter was sent on behalf Keith Jones on September 25, 2024. A stockholder demand letter was sent on behalf of James Smith on September 26, 2024. A stockholder demand letter was sent on behalf of Sean Riley on September 27, 2024. A stockholder demand letter was sent on behalf of Alfred Yarkony on September 27, 2024. A stockholder demand letter was sent on behalf of Miriam Nathan on September 30, 2024. Each of the letters alleges disclosure deficiencies in the Proxy Statement and demands that additional disclosures be made before Ambac stockholders vote on the Sale. In addition, two complaints have been filed against Ambac and the Board of Directors of Ambac (the " Ambac Board ") in the Supreme Court of New York. A complaint was filed on behalf of Nathan Smith on September 24, 2024. A complaint was filed on behalf of James Walsh on September 25, 2024. Each of the complaints alleges negligent misrepresentation and concealment in violation of New York State common law. Ambac may receive additional stockholder demand letters and additional complaints related to the Sale may be filed in the future. Ambac believes that the claims asserted in the demand letters and the complaints are without merit and that no supplemental disclosure to the Proxy Statement is required under any applicable rule, statute, regulation or law. However, to, among other things, reduce the burden, inconvenience, expense, risk and disruption of continuing or potential litigation, and without admitting liability or wrongdoing, Ambac has determined that it will make the below supplemental disclosures. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. The Ambac Board continues to recommend unanimously that you vote FOR the proposals being considered at Ambac's special meeting of stockholders. The information contained in this supplement is incorporated by reference into the Proxy Statement. All page references in this supplement are to pages of the Proxy Statement, and all terms used in this supplement, but not otherwise defined, shall have the meanings ascribed to such terms in

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