Ambac Financial Group (OSG) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 16, 2024, to vote on the sale of all shares of Ambac Assurance Corporation (AAC) to American Acorn Corporation, owned by Oaktree Capital Management, for $420 million in cash, subject to adjustments.

• The board unanimously recommends approval of the sale, an advisory vote on executive compensation related to the sale, and the potential adjournment of the meeting to solicit more votes if needed.

• The sale is considered a disposition of substantially all assets under Delaware law and requires approval by a majority of outstanding shares.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the sale of AAC, (2) advisory approval of executive compensation in connection with the sale, and (3) adjournment of the meeting if more votes are needed.

• The sale requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast at the meeting.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including the sale, and determined the Oaktree offer provided the best value on a time- and risk-adjusted basis.

• The board’s decision was supported by a fairness opinion from Moelis & Company.

• The board will remain unchanged after the sale, except for a potential director designated by Oaktree if certain warrant conditions are met.