Primus Guaranty, Ltd. Announces Intent to Voluntarily De-List and De-Register Its Common Shares and Senior Notes
November 29 2011 - 4:30PM
Business Wire
Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”)
(NYSE:PRS) today announced that its Board of Directors has approved
the voluntary de-listing of its common shares (NYSE:PRS)
(“Shares”), its Preferred Share Purchase Rights (“Rights”) and its
7% senior notes due 2036 (NYSE:PRD) (“Notes”) from the New York
Stock Exchange and the voluntary de-registration of its Shares,
Rights and Notes under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company expects to file its
Annual Report on Form 10-K for the year ending December 31, 2011 in
the first quarter of 2012 and thereafter cease filing reports with
the U.S. Securities and Exchange Commission (the “SEC”). The
Company’s Board of Directors authorized the de-listing and
de-registration of the Company’s Shares, Rights and Notes after
concluding that the consequences of remaining an SEC-reporting
company, including the costs associated with regulatory compliance,
outweighed the current benefits of public company status to the
Company and its securityholders. The Company’s Board of Directors
believes that the expense reductions inherent in de-listing and
de-registering its Shares, Rights and Notes will benefit the
Company and its securityholders, and further the Company’s
previously announced strategy of reducing its operating
expenses.
In deciding to voluntarily de-list and de-register the Shares,
Rights and Notes, the Company’s Board of Directors considered
several factors, including the following:
- the Company’s strategic plan of
amortizing the credit swap portfolio of Primus Financial Products,
LLC, containing expenses, and seeking to return capital to
shareholders;
- the lack of an anticipated need to
raise additional capital in the short term;
- the Company’s current and anticipated
future operations, staffing, and compensation philosophy for
employees;
- the significant costs, both direct and
indirect, associated with the preparation and filing of Primus
Guaranty’s periodic reports with the SEC and complying with the
U.S. Securities Exchange Act of 1934, the Sarbanes-Oxley Act of
2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, and other U.S. federal securities laws; and
- the potential impact of the
de-registration and de-listing on Primus Guaranty’s shareholders
and noteholders, creditors, and other key constituencies.
The Company anticipates that following de-listing, its Shares,
Rights and Notes will be quoted in the OTC Pink market, a
centralized electronic quotation service for over-the-counter
securities, so long as market makers demonstrate an interest in
trading in the Company’s Shares, Rights and Notes. The Company can
provide no assurance that trading in its Shares, Rights or Notes
will continue in the OTC Pink or in any other forum.
The Company will continue to prepare and present to shareholders
audited annual financial statements in accordance with generally
accepted auditing standards, as required by the Company’s Bye-Laws
and the Companies Act, 1981 of Bermuda. The Company also intends to
continue to produce unaudited quarterly interim condensed financial
statements. The audited annual and unaudited interim quarterly
financial statements, press releases and other information of
interest to investors will continue to be available on its Web site
at www.primusguaranty.com and are expected to be posted on the OTC
Markets’ OTC Disclosure and News Service portal.
The Company reserves the right to delay or withdraw its filings
with the SEC for any reason prior to their effectiveness.
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company with offices in New
York. Through its subsidiary, Primus Financial Products, LLC, the
Company provides protection against the risk of default on
primarily investment grade corporate and sovereign reference
entities.
Forward-Looking Statements
Some of the statements included in this press release and other
statements Primus Guaranty may make, particularly those
anticipating future financial performance, business prospects,
growth and operating strategies, market performance, valuations and
similar matters, are forward-looking statements that involve a
number of assumptions, risks and uncertainties, which change over
time. Any such statements speak only as of the date they are made,
and Primus Guaranty assumes no duty to, and does not undertake to,
update any forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking statements,
and future results could differ materially from historical
performance. For a discussion of the factors that could affect the
Company's actual results please refer to the risk factors
identified from time to time in the Company's SEC reports,
including, but not limited to, Primus Guaranty's Annual Report on
Form 10-K, as filed with the U.S. Securities and Exchange
Commission.
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