Greetings, and welcome to the Ambac Financial Group Inc Second Quarter 2024 Earnings Call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to turn the call over to Charles Sebaski, Head of Investor Relations. Please go ahead, sir.

Thank you. Good morning, and welcome to Ambac's second quarter 2024 call to discuss financial results. Speaking today will be Claude LeBlanc, President and CEO; and David Trick, Chief Financial Officer. They will discuss the financial results of our business and the current market environment. And after prepared remarks, we'll take your questions. For those of you following along on the webcast, during prepared remarks, we'll be highlighting some slides from the investor presentation, which can be located on our website. Our call today includes forward-looking statements. The company cautions investors that any forward-looking statements involve risks and uncertainties and is not a guarantee of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors. Those factors are described under forward-looking statements in our earnings press release, our most recent 10-Q and 10-K filed with the SEC. We do not undertake any obligation to update forward-looking statements. Also, in our prepared remarks or responses to questions, we may mention some non-GAAP financial measures. Reconciliation of those non-GAAP measures are included in our recent earnings press release, operating supplement and other materials available on the Investors section of our website, ambac.com. I would now like to turn the call over to Mr. Claude LeBlanc.

Thank you, Chuck, and welcome to everyone joining today's call. Our reported results for the second quarter were favorable compared to the prior year. We generated a net loss of just under $1 million, adjusted net income of $8 million and consolidated EBITDA of $27 million. David will discuss our financial results in detail shortly. Today, I would like to provide an update on the two strategic announcements we made earlier in the quarter. In June, we announced an agreement to sell our legacy financial guarantee business to Oaktree Capital Management for $420 million. This was the culmination of several years of targeted efforts to optimize the portfolio, maximize recoveries and progress the business towards a steady state runoff in preparation for a strategic review. The Oaktree bid was the best value to shareholders, measured on a notional, time and risk-adjusted basis. The sales price achieved was consistent with or above a range of estimated values that we evaluate. The sale of AEC is expected to close during the fourth quarter of 2024, although the ultimate timing will be subject to approvals outside of our control. Upon the close of the sale, we will implement a share repurchase program of up to $50 million to be initiated in the first 3 months of closing depending on market conditions. In making this decision, management and the Board took into consideration our anticipated year-end liquidity and capital position and our go-forward capital needs and obligations amongst other considerations. Following the execution of the share repurchase program, we will evaluate authorizing additional capital return activities measured against other capital deployment opportunities and based on market conditions. Last week, we also announced the closing of the Beat Capital acquisition. I would like to take this opportunity to officially welcome John Cabana and his partners…

Thank you, Claude, and good morning, everyone. For the second quarter of 2024, Ambac generated a net loss of just under $1 million or $0.02 per diluted share improving from a net loss of $13 million or $0.29 per diluted share in the second quarter of 2023. Adjusted net income increased to $8 million or $0.18 per diluted share for the quarter compared to adjusted net income of $3 million or $0.07 per diluted share in the second quarter of 2023. Our results for the second quarter 2024 were impacted by several items including $5 million of net gains from minority strategic investments in InsurTech-related businesses, $12 million of net gains from the termination of a retiree benefit plan and approximately $16 million of legal and advisory expenses related to the acquisition of Beat and the sale of AAC. In addition, during the second quarter, we continued to experience significant growth in our specialty P&C businesses. Cirrata premiums placed grew 31% to over $53 million from $41 million in the second quarter of 2023, driven by the acquisition of Riverton and 11% organic growth. Gross commissions were $13 million up 32% compared to the second quarter of 2023. Revenue benefited both from the acquisition of Riverton and 12% organic growth. EBITDA was $2.4 million $2 million after minority noncontrolling interest for the second quarter of 2023, up 47% and 54% from the $1.6 million after minority noncontrolling interest, respectively, reduced in the second quarter of 2023. The resulting gross EBITDA margin was 18.1% this quarter compared to 16.3% in the second quarter of 2023. This margin expansion was largely driven by organic growth including an A&H policy renewal, which shifted to the second quarter of 2024 would have been the third quarter. We expect Cirrata's earnings and margin profile to…

Thank you, David. This quarter represents an inflection point for Ambac as we made significant progress on all key strategic priorities: first, completing the transformation of Ambac to a pure-play specialty P&C company by entering into an agreement to sell our legacy financial guarantee business to Oaktree Capital; second, establishing a leading insurance distribution business through the combination of Beat and Cirrata. The execution of these strategic priorities is not an endpoint, but the beginning of our future. We have strong conviction that Ambac's go-forward business strategy provides a tremendous opportunity to create additional value for our shareholders. through continued growth of our insurance distribution business, which has been materially advanced by the recent acquisition of Beat Capital Partners and positions us as a leading pure-play specialty P&C business. Our focus remains on maximizing long-term shareholder value, which we are committed to doing by growing our specialty P&C businesses as well as through prudent capital allocation. I look forward to updating you on our progress in the coming quarters. Operator, please open the call for questions.

[Operator Instructions] Our first question comes from Giuliano Bologna with Compass Point. Please proceed with your question.

Maybe to kick off one of the notes in the presentation highlights that there's some potential obligations to fund minority interests at the MGAs, particularly range from $250 million to $370 million. I'm curious about the potential timing of that? And if you could maybe accelerate some of those or internalize some of the minority interest before some of those obligations are along the way.

Giuliano, thanks for the question. Yes. So those obligations relate primarily to the puts and the calls that we have with the MGAs that are currently part of the Cirrata family as well as now with the acquisition of Beat. So typically, when we partner up with these MGAs, we acquire about 80% on average 60% to 80% on average of MGAs and the remaining minority interest of 20% to 40%, we enter into foot call arrangements. So we're coming to a point where on some of our earlier acquisitions, we're in the foot call period for our first acquisition and others will be coming at a regular cadence at this point, including with Beat, which our first put call would be in 2026. So we can't really accelerate them, but we are in a point in time in our evolution at Cirrata that these puts and calls are becoming in the case of the call, exercisable and the put, which should be more of the obligation could be put to us. So we do anticipate over the next couple of years, that we'll be exercising some of those calls and/or responding to some of those puts, which ultimately would be funded by cash on the balance sheet as well as potentially some external financing.

Then a slightly different topic. There's a discussion about $6 million share repurchase authorization, I'm curious about two different aspects around that. The first one is if there's any ability to accelerate any of that before potential of AAC closes, and the second one is $50 million is not necessarily immaterial to your market cap and you still have a 5% ownership limitation in place. I'm curious if there's any any way to lift the 5% cap or if there's any interest in between the 5% cap or how you could work around that $50 million repurchase program executed?

Giuliano, the $50 million is a plan that we have indicated we will initiate immediately post close of the AAC transaction. We do have some additional capital available between now and close, but we have earmarked that for other business purposes and just prudent capital management. We're going to wait until we close the AAC transaction to officially launch into that. You're right, it is a -- on the larger side, if you will, in terms of buybacks relative to our market cap, although as we've indicated, we believe that our share trading values are below our view of the value of the company, and we believe that, that gap, we hope will reduce between now and the closing of the transaction, potentially and actually with the close of the transaction. But we do have strong conviction to deploy the full $50 million if market conditions are appropriate depending on where stock price is and as it relates to the 5% limitation, while that is something that we'll keep a close eye on as we progress. We have developed a plan to mitigate the risk of that. But we won't be using that as a hard line in the event that there was potentially some shift. That's something that we'll be prepared to deal with, although we're not looking to create ship that would, in any way, jeopardize the NOLs.

And then just thinking about -- obviously, there are two moving parts between now and the closing of the transaction in terms of holdco liquidity moving around. But I'm curious, when you think about further out, I'm curious how you think about holdco leverage and how much leverage you might be willing to use the holding company level to fund additional growth opportunities Yes. or just different investments for the platform.

Sure, Giuliano. So we are not afraid to leverage, certainly, we could use leverage if it makes economic sense. We want to -- we're going to leverage the company, whether it's because of puts and calls or other acquisition opportunities, it's going to be measured against what the profile of those investments and acquisitions are to make sure that we have the right leverage for the balance sheet that protects the balance sheet in the today. That's our primary goal is to grow the business in a responsible way and protect the balance sheet and optimize the financial flexibility. But as a normal course company and growing company now, leverage makes a lot of sense, and it's one of the ways that we can optimize our cost of capital and the efficiency of our balance sheet, so I think over a longer term, as a normalized level of leverage could be in the range of 2 to 3 -- 2 times to 4 times EBITDA that may peak up at certain point in time depending on short-term transactions. But as a normal cost that seems to be the level of leverage that would make sense for us over the long term.

Our next question comes from Deepak Sarpangal, with Repertoire Partners. Please proceed with your question.

Thank you. Good morning, Claude, David and Chuck One quick follow-up first, just given the first question from Giuliano on the call potential obligations or opportunity. So on Slide 15, you had listed this $250 million to $370 million over the next 5 years. How much of that relates to Beat and how much -- versus how much of it relates to the previous acquisitions?

Certainly, it will -- the relative value, if you will, will shift depending on the performance of each of the businesses. And these are typically structured in a way that's a result of a multiple of future EBITDA. So giving that range gives an effect to a few things. So ultimately, the larger portion of that is related to Beat, that's the smaller portion of it at current expectations of performance is related to the existing MGAs.

And maybe this touches on the comment David just made about the company being in a stronger position and ultimately, the most efficient balance sheet, including a certain amount of leverage. But in the range that you gave for $250 million to $370 million, you previously said that those multiples should be similar to what you paid for Beat, so let's call it, roughly 16 times EBITDA. So if I take $250 and $370 million divided by 16 we're talking about probably an incremental $15 million to $23 million of EBITDA that you can acquire. But tell me if my math is incorrect, but what that looks like to me is that effectively -- because I know some of these are contingent on performance that in those scenarios, you're talking about roughly doubling your EBITDA, at least as it relates to something like Beat, correct?

So there's two components of that. First of all, the existing MGAs we have set schedules in terms of what the multiples are. And there's certainly a range there of multiples we could pay for the minority interest but I don't believe any of those touch 16. I think the range on those -- I know from 10 to 14, let's say, and then, of course, as it relates to Beat, we have acquired 60%, so the opportunity to acquire additional 40%, nearly comes close to doubling of course, the available EBITDA there. But also in the Beat structure, you may recall, Beat owns a number of MGAs in which they own a majority stake 60% to 70%. And we also have negotiated for the ability to acquire those minority interests or a portion of minority interest in the actual MGAs at a discount to that multiple that you mentioned.

Okay. Yes. So I mean, I think the point being that given that effectively, there's likely some EBITDA growth involved in that? And with David's comment that you do have both access to and a willingness to borrow prudently when it makes sense that some portion of that incremental EBITDA would effectively increase your cash available for -- from debt financing. So some of that would kind of further reduce kind of the amount of reserve that you might need. And I think there's a lot of interesting information on the Slide 15. I guess one clarification wanted to make is that in your current plan, which I understand is conservative and prudent -- you've got the initial $50 million share repurchase plan. And as Claude referenced, you'll be able to consider and evaluate additional capital returns beyond that measured against other opportunities. It looks here that you also have a $50 million cash reserve and that you are assuming the repayment of the bridge and co-investment. So -- but even after all of that at the bottom of this slide, there's almost $200 million of excess cash available to both grow the business as well as for additional capital returns. Is that correct?

That's correct.

And so -- and even in the event that you were able to utilize some debt financing once you repay the bridge that could be well over $200 million and still leaving you with a $50 million cash reserve. So really liking the position that we should be in as we approach the close of this deal. And then I thought it might be helpful to get a better sense of verification because it was a really interesting comment that Claude made about first of all, I appreciate like a lot of work that would have gone into the merger proxy and there's a lot of information there. You've got the initial share repurchase program and it is depending on market conditions. But -- so obviously, there's all kinds of things that could happen, especially by that point. But you have the flexibility both to adjust that in either direction, including, as you referenced, if the stock price is in a position where it remains substantially dislocated from fair value. You have the ability to do a significant amount more than that $50 million, correct?

That is correct.

And I guess, just for the voice of doubt because we certainly have a view that there's been a lot of very favorable progress and development with the company, and we appreciate your stewardship of that without predicting the future based on how things currently stand today at anything -- if hypothetically, we were at today's stock price around the course of the deal. Would you agree or disagree that the overwhelmingly attractive use of capital would be to take advantage of that and to create accretion and benefit from this wide disconnect in your share price for fair value.

Yes. Certainly, at these levels, and I think we're closer to certainly the numbers that we were pre-announcement, where we are today. There's tremendous return value. So we have strong conviction into that range, and we will always continue to balance it against other opportunities that we're looking at. But I think we're now looking at this from a much longer-term perspective on growth and value creation than simply the events of the sale of the purchase. We have very strong conviction around our growth prospects for this combined throughout a Beat platform going forward. And we are also going to be very active in working with the investor community to ensure that our message is getting out there on our growth opportunities going forward. So we will keep those considerations in balance. But given where the stock price is today, there's no question that we are -- we have strong conviction in purchasing our stock at these levels and we'll do that for so long as there's opportunities to do that.

Look, we think that the growth opportunities are really exciting. And again, we think that the market hasn't really come around to fully appreciating that. And so hopefully, we can't take advantage of both of those situations, the inorganic growth opportunity, the organic growth investments and buying ourselves at a very large discount. And effectively buying down the price of our already attractive acquisitions. One quick clarification as well second call, which is on the transaction costs I think there was a footnote on Slide 22, if I'm not mistaken, that the Q2 noncompensation expense included the costs related to the transactions totaling $15.6 million, can you -- how much of the transaction expenses have already been expensed versus remain to be expensed. And then how much of the transaction expenses have already been paid versus still need to be paid?

Sorry, I didn't hear the latter part of that, but

I just -- I was curious how much of it was already expensed because I know in the merger proxy, there was like I think it's like $22 million total, including the past two years and then -- but there was like $6 million contingent on the close of the AAC sale and some of it may have already been expensed in the P&L. So kind of like what's booked the amount that's been accrued or expense? And then what's the amount that like has actually been dispersed, if you will remaining. Yes.

So the amounts in the first quarter were primarily accrued expenses. What's to come is really banking fee related to investment bankers on each of the transactions. So additional expenses to come and there's, of course, variability in some of the legal expenses say a significant portion of the expenses have been accrued, but there is some additional expenses that will be incurred in the third quarter as it relates to Beat and then assuming it closes in the fourth quarter of the AAC transaction fourth quarter for the AAC transaction.

But congratulations on closing the Beat deal and look forward to closing the AAC transaction as well. And continuing to advance our various strategic priorities.

There are no further questions at this time. This concludes today's teleconference. We thank you for participating. You may disconnect your lines at this time.