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Shareholders were required to complete and submit a form.
Oh man I never receive notice nor distribution
NOTICE OF FIRST AND FINAL DISTRIBUTION TO SHAREHOLDERS
December 24, 2019 (12/24/19)
Notice is given that Primus Guaranty, Ltd. (In Members’ Voluntary Liquidation) (“the Company”), hereby declares a first and final distribution to the shareholders of the Company, effective on 24 December 2019. This proposed first and final distribution are at the rate of US$0.149 or 14.9 cents per share amounting to a total distribution of US$3,177,602.01 less bank charges.
In light of the recent change in Bermuda legislation regarding Anti-Money Laundering and Anti- Terrorist Financing (AML/ATF) laws, service providers are now required to obtain due diligence information and documentation. Therefore, all shareholders are required to complete the information in the enclosed information questionnaire and send it back to the Liquidator at CBCBMRestructuring@deloitte.com. For shareholders who own more than 10% of shares or 2,132,618 shares in the Company, you are required to submit additional documents to the Liquidator. Please refer to the information questionnaire for more information.
Kindly be advised that the offer expiration date is February 24, 2020 at 6:00PM (ADT) / 5:00 PM (EST).
Should you have any further queries on the above, please do not hesitate to contact us at CBCBMRestructuring@deloitte.com.
Rachelle Frisby
Power of attorney for Mark W.R. Smith, Liquidator of Primus Guaranty, Ltd.
Documents required to receive distribution. See this website: www.primusfinancial.com/news/
Symbol changed to CUSIP at Fido.
No distribution received (so far).
PRSG: Final Liquidation. Rate per Share= $0.149 USD. Transfer Book Closed Effective 12/24/2019.
FINRA deleted symbol:
https://otce.finra.org/otce/dailyList?viewType=Deletions
Shareholder Update (10/04/19)
The Liquidators’ team are in the process of:
Consolidate funds from various bank accounts into one bank account;
Coordinating with tax advisers on the tax impact of any distributions to shareholders (mainly comprised of U.S. residents) from the Company registered in Bermuda;
Making payments to service providers including liquidation expenses;
Preparing statutory documents for a first and final distribution and a final general meeting of the Company.
The liquidators’ team is targeting to complete processes (i) to (iii) above before 30 November 2019.
Note that the Liquidators have not received a response from investors on the claim against the Foreign Exchange Anti-Trust Settlement, as mentioned in the Shareholder Update of 2 April 2019.
http://www.primusfinancial.com/
Shareholder Update (4/02/19)
The Liquidator’s team have been coordinating with the tax advisers, in order to file the tax return for period ended 31 December 2018. The PFIC statements are now publicly available.
Creditors will recall that PFP has a claim against the Foreign Exchange Anti-Trust Settlement (the “FX Settlement” or “Settlement”) and we were advised that PFP’s claim remains under review by the claim administrator. On further investigation by the Liquidator’s team and based on the discussion with the claim administrator, the burden of proof to provide information on the claim falls on PFP. The Liquidator’s team has performed a review of the documentation and discussed the position with former directors of PFP on the quality and quantum of the documents to substantiate the claim. Giving due regard to the time it would takes to process the claim and the likely recovery to be received from the Settlement, the Liquidator is of the opinion that the cost of pursuing such a claim would outweigh any benefit to the investors. Accordingly, the Liquidator has formed the view to not continue pursuing this claim and proceed to a first and final dividend distribution to the investors.
Should any investors wish to compel or fund the Liquidator to continue the pursuance of the Settlement, we should be grateful if you could put this in writing to CBCBMrestructuring@ deloitte.com within the next 30 days.
In line with previous publications, there will be a first and final Liquidatior’s distribution of more than 10 cents per share to be declared. The exact quantum of the total distribution will be disclosed directly to shareholders in early course.
Shareholder Update (6/22/18)
Since the update on 16 May 2018, the Liquidator has been cooperating with Citibank New York (“Citibank” or the “Bank”) who holds the cash accounts for Primus Asset Management, Inc. (“PAM”) and Primus Financial Products, LLC (“PFP”). Citibank is currently carrying out customer due diligence reviews (or CDD/Know Your Client (or KYC) processes) over certain of the PGL subsidiaries’ cash accounts. Based on its review, Citibank has required the Liquidator to provide KYC information and details regarding the Primus organization and certain of its underlying members and investors. Cooperation with the Bank is of paramount importance for the Liquidator to ensure continued access to and control of the PGL subsidiaries’ cash accounts for the ultimate benefit of PGL and its members and investors. Certain KYC/CDD information will have to be obtained from certain members/investors directly, and so the Liquidator will be reaching out to certain investors/members for such information. Once CDD/KYC requirements have been completely addressed by the Liquidator to the satisfaction of Citibank, the Liquidator’s team will move to coordinate with service providers in Delaware to close Primus Asset Management, Inc. (“PAM”) by voluntary winding up under Delaware law, subject to obtaining final tax clearance from local/state and federal tax authorities. Unfortunately, the Liquidator is unable to determine an estimated timeline at this stage regarding the distribution of the 10-cents per share interim dividend (which has been mentioned in the previous update) until Citibank is satisfied that its CDD/KYC requirements for PGL are completed and have been fully complied with.
Regarding the status of Primus Financial Products, LLC’s (“PFP”) claim from the Foreign Exchange Anti-Trust Settlement (the “FX Settlement” or “Settlement”), based on an update in the FX Settlement website1, a Final Approval Hearing was held at 4:00 p.m. on May 23, 2018 at the United States District Court for the Southern District of New York. The Court ordered class counsel to submit additional data with respect to class participation in the settlements and other additional information by July 11, 2018. In the meantime, the Liquidator continues to follow up the status of PFP’s claim with the Claims Administrator. As of to date, we were advised that PFP’s claim remains under review. The Liquidator has been advised that once the claim is reviewed, the Liquidator will be alerted for any deficiencies and will be afforded thirty (30) days to provide any further data to validate the claim. The Claims Administrator advised that it may take a significant amount of time to fully process all claim forms. If PFP’s claim has been found to be in good standing, however, the Liquidator will then receive a Claim Assessment Notification (CAN) which will outline the calculation and quantum of PFP’s entitlement to the FX Settlement. The Claims Administrator had not provided the Liquidator any timeframe as to when the claims review will be concluded and when PFP’s CAN will be released. The Liquidator will provide further updates as soon as news are received and as soon as other matters unfold in the FX Settlement.
1 More information about the Settlement is at www.fxantitrustsettlement.com.
Shareholder Update (5/16/18)
16 May 2018 -- Hamilton, Bermuda -- Since the last update released on 5 January 2018, the sale of the remaining CLO note in Primus Asset Management, Inc. (PAM) has been finalized, and the proceeds of sale were received on 26 April 2018. The Liquidator has been coordinating with service providers in Delaware to close PAM by voluntary winding up under Delaware law. Subject to obtaining final tax clearance for PAM, the Liquidator estimates that the timeframe to complete the liquidation of PAM from commencement to dissolution will approximately take one month. The PGL liquidation will thereafter receive PAM funds in the form of a final dividend and will then make an interim distribution to PGL shareholders. Whilst the Liquidator does not anticipate to receive any claims by creditors against PAM, a creditor claim may impede the timing of the distribution of PAM funds to PGL, and eventually, of the interim distribution to PGL shareholders. Based on funds held on PAM, the Liquidator is initially considering an interim dividend to be distributed at 10 cents per share.
On 9 March 2018, the Liquidator submitted the Claim Form of Primus Financial Products (PFP) (“Claim Form”) to the Settlement Administrator (the “Administrator”) of the Foreign Exchange Anti-Trust Settlement (the the “FX Settlement”). The Claim Form presented two (2) options in claiming under the Settlement, i.e., Option 1 (Estimated Claim option) and Option 2 (Documented Claim option). Under Option 1, the Administrator will estimate eligible transaction volume based on data submitted by Settling Defendants; Option 1 further applies to over-the-counter foreign exchange (“OTC FX”) transactions with any of the Settling Defendants. Under Option 2, data must be submitted by claimants to claim eligible transactions using an Administrator-approved electronic data template; thereafter, the Administrator will estimate the claimant’s eligible transaction volume using the data received. Option 2 applies to exchange-traded transactions (such as futures/options). As PFP transacted OTC FX periodically with one of the Settling Defendants from 2009 based on an inquiry with a former officer in PFP, the Claim Form was submitted under Option 1. As Option 1 provides for the Administrator to estimate PFP’s eligible transaction volume based on data by the Settling Defendants, the amount of PFP’s claim is unknown/uncertain at this time. (See also further below regarding Claims Assessment Notifications.) Given the huge volume of FX transacted each day relative to the amount of OTC FX transactions PFP undertook with one Settling Defendant, PFP’s entitlement to the Settlement, if any, may not be significant. The Fairness Hearing on the Settlement remains as originally scheduled on 23 May 2018 in which the District Court of the Southern District of New York will decide whether to approve the Settlement, to approve the plan of distribution and requests for fees and litigation costs in connection with the Settlement. The Liquidator is unable to provide an estimated timeline for the conclusion on this matter as some variables remain uncertain, including the time for the Court to hand down its decision after the Fairness Hearing, whether or not that decision will be appealed, and any appeals put forward against the decision made by the Administrator on any of the claims. Because of its adjustments to the original deadlines, the Administrator has moved the dissemination of Claim Assessment Notifications (“CAN”)1 to respective Claimants to 31 May 2018. Once available, the Liquidator will review the decision of the Claims Administrator and may take appropriate action under the circumstances. We will revert to shareholders with a further update once the Court has handed down its decision after the Fairness Hearing and as soon as the Administrator’s position regarding PFP’s claim on the Settlement becomes clear.
1 The CAN will contain PFP eligible participation amount and the basis for the Administrator’s calculations of the same. More information about the Settlement is at www.fxantitrustsettlement.com.
Primus Liquidators Update (1/05/18)
Since the last update released on 1 November 2017, the Liquidator has been working persistently with the CLO purchaser to finalise the sale of the remaining CLO note, which currently resides in Primus Asset Management Inc. (“PAM”). In the early and towards the middle stages of the closing process, there was reluctance from the CLO purchaser to disclose certain confidential information which were necessary for the completion and execution of the sale agreement; some of which relates to due diligence (or KYC) documentation required under Bermuda law and other specific matters relating to the CLO note. After several meetings and discussions with the CLO purchaser and the CLO trustee, all parties (i.e., the CLO purchaser, the CLO trustee and transfer agent, and PAM) have now reached agreement in principle to push the sale forward and are ready to finalise and execute the necessary paperwork to effect the transfer of the note. The aim of all parties is to bring the CLO sale and purchase matter to a close within the next two weeks. Once the sale of the CLO is closed and sale proceeds are received, PGL (sole shareholder) will commence the voluntary winding up of PAM pursuant to Delaware law. Subject to confirmation with a Delaware solicitor/practitioner, the Liquidator initially estimates that the timeframe to complete the liquidation of PAM from commencement to dissolution will approximately take two months; this is mainly due to statutory notice requirements required under Delaware law. Once the voluntary winding up of PAM is completed, the Liquidator intends to make an interim distribution to PGL shareholders based on the funds received from the PAM liquidation in April 2018. Whilst the Liquidator does not anticipate to receive any claims by creditors against PAM, a creditor claim may impede the timing of the distribution of PAM funds to PGL, and subsequently, of the interim distribution to PGL shareholders.
On 20 November 2017, the Liquidator received Notice regarding the Foreign Exchange Antitrust Litigation Case No. 13-cv-7789-LGS (the “Action”), whose proceedings are currently being heard in the US District Court for the Southern District of New York (the “Court”). The Action is a class action lawsuit brought by the Class Plaintiffs against the Defendants who have allegedly conspired to fix prices in the FX market in violation of Sections 1 and 3 of the Sherman Antitrust Act, 15 U.S.C. §§1, 3, and have allegedly manipulated the FX market in violation of the Commodity Exchange Act, 7 U.S.C. §§1, et seq. through a number of different means for FX instruments trades between 1 January 2003 and 15 December 2015. It is alleged that, as a result of this conduct, members of the Settlement Classes paid supra-competitive prices for FX transactions. The Settling Defendants (which consist of 15 banks and financial institutions) have agreed to pay a total of $2,310,275,000 (the “Settlement”), which the Claims Administrator anticipates will be no less than $1,894,425,500 after Court-approved costs, fees and expenses. According to the Notice, Primus Financial Products, LLC (“PFP”) may be a member of one of the Settlement Classes. In order to be eligible to participate in the Settlement, however, a valid claim form must be filed and accepted by the Claims Administrator on or before March 22, 2018. Thereafter, the Court will hold a Fairness Hearing on 23 May 2018 to decide whether or not to approve the Settlements and Plan of Distribution; accordingly, there may be appeals afterwards which can potentially take some time to conclude. As the claims submission process has just begun, the Claims Administrator is unable to advise on the likelihood of any appeals until the Fairness Hearing has concluded. In the interim between 22 March and 23 May, the Claims Administrator will begin disseminating Claim Assessment Notifications to respective Claimants, which will contain PFP’s eligible participation amount and the basis for the Claims Administrator’s calculations of the same.1 The Liquidator will, of course, review the decision of the Claims Administrator and may take appropriate action under the circumstances. Whilst the Liquidator is working to submit PFP’s formal settlement claim on the matter by deadline date, he is also assessing any potential costs that may be incurred mainly in gathering FX trading data from Primus’ source systems and in gathering source documentation in support of PFPs claim which may be required from him by the Claims Administrator. The Liquidator will provide further updates on the Settlement claim to PGL shareholders as soon as more information becomes available from the Claims Administrator.
More information about the Settlement is available at fxantitrustsettlement.com
Primus Liquidators Update (11/01/17)
The Liquidator is still in the process of closing the sale of the CLO note. (See PDF below providing brief background on the sale of the CLO). Whilst the Liquidator has performed the requisite onboarding process on the CLO purchaser, the Liquidator had to comply with the purchasers extensive onboarding process, which attributed to the delay in moving the sale forward. The Liquidator will continue to work with the purchaser to progress the sale further and eventually close the same hopefully within this month.
The remaining company inventory in the storage facility in New York, on the other hand, has been deemed to have nominal value and that it would cost the Company more to sell the items than the value that may be recovered from them. The Liquidator is working to have the inventory items securely discarded. Books and records of the Company retrieved onsite, however, will need to be maintained for a specified period pursuant to Bermuda law.
The Liquidator estimates that the revised timeline for closing the CLO purchase will likely be on or before the end of November. The Liquidator estimates that he will be in a position to call for the final meeting of shareholders between December this year and early January next year, and to make the final distribution to shareholders by the middle of January after statutory requirements, subsequent to the final meeting, are met.
http://www.primusfinancial.com/reports/Liquidator's%20Memo%20re%20Sale%20of%20CLO%20Investment.pdf
Liquidation Update (7/28/17)
The Liquidator confirms that the second and final distribution from the CDS Class Action Settlement has been received last 21 July 2017, which totaled to about $17,000. Regarding the sale of the CLO note, the Liquidator has since found another interested purchaser and is now finalizing the documents for the sale and transfer of the CLO note investment to the purchaser of the note security. As the CLO note is a US restricted subordinated note and as the transfer would also involve the CLO trustee, the Liquidator estimates that it may take about 3 weeks to be able to fully close the sale and finalise the transfer. The Liquidator is also arranging to dispose of inventory (mostly office-related) remaining at a storage facility in New York. Once the transfer is complete and the inventory has been sorted out, the Liquidator will then immediately move to dissolve the two Primus subsidiaries at the same time in the states of Delaware and New York, and then call for a final general meeting for Primus Guaranty Ltd., which the Liquidator anticipates will be held in October. Based on the above, the Liquidator estimates that the final distribution to shareholders will likely be made sometime between the end of October and early November.
12/31/16 Unaudited Financials:
http://www.primusfinancial.com/reports/financial-reporting/PGL%20Consolidated%20(Unaudited)%20Financials%20-%20December%2031,%202016.pdf
Primus Guaranty, Ltd. Commences Members’ Voluntary Liquidation (11/20/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (the “Company”) (OTC PINK:PRSG) today announced that at a Special General Meeting of Shareholders held on November 20, 2014 its shareholders approved a proposal to wind up the Company by way of a members’ voluntary liquidation under the Companies Act 1981 of Bermuda. Mr. Mark W.R. Smith, of Deloitte Ltd., was appointed by the shareholders as the Company’s Liquidator. Certain other proposals ancillary to the voluntary liquidation and Mr. Smith’s appointment, all of which are described in the Company’s proxy statement for the Special General Meeting and are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com as well as at www.envisionreports.com/prsg, also were approved by the shareholders.
With the commencement of the voluntary liquidation, the powers and authorities of the Company’s Directors and management have ceased and been assumed by the Liquidator. In addition, the Company’s stock transfer books, known under the Companies Act as the Register of Members, are now frozen, and the Company’s transfer agent will not record or recognize any subsequent assignments or transfers of the Company’s common shares, par value $0.08 per share (“Common Shares”) made by registered shareholders. Securities brokers, however, may continue to make a market for the Common Shares held in street name, and the Common Shares may continue to be traded in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets Pink Sheets or the OTC Bulletin Board. There can be no assurance, however, that such trading will continue on the OTC Markets Pink Sheets, the OTC Bulletin Board, or otherwise. In addition, the market liquidity of the Common Shares may be reduced and, as a result, investors may find it more difficult to dispose of, or obtain accurate quotations for the price of, the Common Shares, if they are able to trade the Common Shares at all.
The Company has adopted a Plan of Liquidation for U.S. Federal Income Tax Purposes and has, to date, made three partial liquidating distributions pursuant to such Plan aggregating $10.70 per Common Share. During the voluntary liquidation the Company may pay one or more additional distributions, and at the completion of the voluntary liquidation expects to pay a final distribution to shareholders of record on the date the voluntary liquidation commences. However, the Company is unable to predict the amount or timing of any subsequent partial or final liquidating distribution, which will depend upon the expenses incurred by the Company, the timing of the resolution of matters for which the Company has established reserves, the amount to be paid in satisfaction of contingencies, and the Company’s ability to convert any remaining non-cash assets into cash, among other things.
Contacts
Primus Guaranty, Ltd.
Investor Relations, 212-697-1992
investorrelations@primusguaranty.com
http://www.businesswire.com/news/home/20141120005005/en/Primus-Guaranty-Ltd.-Commences-Members%E2%80%99-Voluntary-Liquidation#.VG6zlYl0yUk
Total Equity (10/22/14): $6.483 million
Estimated Liquidation Expenses (through completion): $2.6 million
Net Assets: $3.883 million or $.18 per share.
2014 Special General Meeting Proxy Statement (10/27/14)
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9NTU4NDQxfENoaWxkSUQ9MjU2MjcxfFR5cGU9MQ==&t=1
Primus Guaranty, Ltd. Convenes Special General Meeting of Shareholders to Consider Members’ Voluntary Liquidation (10/27/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (the “Company”) (OTC PINK:PRSG) today announced that its Board of Directors is convening a Special General Meeting of Shareholders for the purpose of seeking shareholder approval to wind up the Company by way of a members’ voluntary liquidation under the Companies Act 1981 of Bermuda. The Special General Meeting will be held on November 20, 2014 at 4:00 P.M., Eastern Time/5:00 P.M., Atlantic Time, at Deloitte, Ltd., Corner House, 20 Parliament Street, Hamilton HM 12, Bermuda.
A copy of the Notice of Special General Meeting of Shareholders and the related Proxy Statement are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com as well as at www.envisionreports.com/prsg. These proxy materials are first being sent or given to shareholders of the Company on or about October 27, 2014. The record date for the Special General Meeting is October 22, 2014.
Upon commencement of the voluntary liquidation, if approved by the shareholders, the Company’s stock transfer books, known under the Companies Act as the Register of Members, will be frozen, and the Company’s transfer agent will not record or recognize any subsequent assignments or transfers of the Company’s common shares, par value $0.08 per share (“Common Shares”) made by registered shareholders. Securities brokers, however, may continue to make a market for the Common Shares held in street name, and the Common Shares may continue to be traded in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets Pink Sheets or the OTC Bulletin Board. There can be no assurance, however, that such trading will continue on the OTC Markets Pink Sheets, the OTC Bulletin Board, or otherwise. In addition, the market liquidity of the Common Shares may be reduced and, as a result, investors may find it more difficult to dispose of, or obtain accurate quotations for the price of, the Common Shares, if they are able to trade the Common Shares at all.
The Company has adopted a Plan of Liquidation for U.S. Federal Income Tax Purposes and has, to date, made three partial liquidating distributions pursuant to such Plan aggregating $10.70 per Common Share. During the voluntary liquidation the Company may pay one or more additional distributions, including, at the completion of the voluntary liquidation, a final distribution to shareholders. However, the Company is unable to predict the amount or timing of any subsequent partial or final liquidating distribution, which will depend upon the expenses incurred by the Company, the timing of the resolution of matters for which the Company has established reserves, the amount to be paid in satisfaction of contingencies, and the Company’s ability to convert any remaining non-cash assets into cash, among other things.
Contacts
Primus Guaranty, Ltd.
Investor Relations, 212-697-1992
investorrelations@primusguaranty.com
http://www.businesswire.com/news/home/20141027006055/en/Primus-Guaranty-Ltd.-Convenes-Special-General-Meeting#.VE7POol0yUk
No plans to reinvest proceeds into additional shares.
My basis is $1.37.
Do you think the shares are fairly valued at this price?
Primus Guaranty, Ltd. Declares Distribution of $1.45 Per Common Share (9/29/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced that its Board of Directors has declared a distribution of $1.45 per common share, payable October 21, 2014 to shareholders of record at the close of business on October 13, 2014.
The distribution is being made pursuant to the Company’s Plan of Liquidation for U.S. Federal Income Tax Purposes (the “Plan of Tax Liquidation”) which was adopted in 2013 as the Company continues to implement its strategy of, among other things, seeking to return capital to shareholders. The Company believes that this distribution will be treated as a return of capital to a shareholder, to the extent of the shareholder's tax basis in its common shares, and thereafter as a capital gain, for U.S. federal income tax purposes. The Company urges all shareholders to consult their own tax advisors concerning their particular circumstances and the U.S. federal tax treatment of this distribution.
By adopting the Plan of Tax Liquidation, the Company has taken no action to commence the winding up and/or liquidation of the Company under its Bye-Laws, the Bermuda Companies Act 1981, or any other Bermuda law.
The Company believes that it is a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes, and consequently also urges shareholders to consult their tax advisors concerning their particular circumstances regarding their further acquisition, ownership, or disposition of the Company’s common shares. Further information regarding the Company’s PFIC status is available on the Investor Relations page of the Company’s Web site at www.primusguaranty.com. The Company notes that shareholders resident in the United States who own 1 percent or more of the Company’s common shares may have additional tax reporting to the U.S. Internal Revenue Service and accordingly such persons should consult their own tax advisors.
The Company also notes that, as the distribution represents greater than 25 percent of the value of the Company’s common shares at the close of trading on September 29, 2014, investors are cautioned to check with their financial advisor or other market professional as to the announcement by the Financial Industry Regulatory Authority (FINRA) as to the ex-distribution date to be established by FINRA for this distribution.
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company with offices in New York. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
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, distributions, tax matters, business prospects, operating strategies and plans, 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.
Contacts
Primus Guaranty, Ltd.
Investor Relations
212-697-1992
investorrelations@primusguaranty.com
http://www.businesswire.com/news/home/20140929006379/en/Primus-Guaranty-Ltd.-Declares-Distribution-1.45-Common#.VCniVol0yUk
Primus Guaranty, Ltd. Reports Second Quarter 2014 Results (7/30/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“the Company”) (OTC PINK:PRSG) today announced its financial results for the second quarter ended June 30, 2014.
• GAAP net income available to common shares for the second quarter 2014 was $2.3 million, or $0.11 per diluted share, compared with GAAP net income available to common shares of $16.4 million, or $0.65 per diluted share, for the second quarter 2013.
• GAAP book value per common share was $1.82 at June 30, 2014, compared with GAAP book value per common share of $8.89 at December 31, 2013. The June 30, 2014 GAAP book value per common share reflects the $7.25 distribution per common share that was paid to shareholders in the second quarter 2014.
• At June 30, 2014, the notional principal of Primus Financial Products, LLC’s consolidated credit swap portfolio totaled $300 million, compared with $3.3 billion at December 31, 2013.
Additional Information
A copy of this press release and a letter dated July 30, 2014 to the shareholders from Richard Claiden, Chief Executive Officer, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
[Click on the link below to review the remainder of the press release and financial tables]
http://www.businesswire.com/news/home/20140730005959/en/Primus-Guaranty-Ltd.-Reports-Quarter-2014-Results#.U9l2zYl0yUk
PRSG is liquidating.
What's going on here? Is this company going out of business or could this be an opportunity for new investors?
They called it a Tax Liquidation - they don't appear to be shutting down from the way I read it.
Liquidating dividend received.
Primus Guaranty, Ltd. Declares Distribution of $7.25 Per Common Share (6/06/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced that its Board of Directors has declared a distribution of $7.25 per common share, payable June 26, 2014 to shareholders of record at the close of business on June 17, 2014. The aggregate distribution will total approximately $158 million based on 21,786,187 common shares outstanding on June 5, 2014.
The distribution is being made pursuant to the Company’s Plan of Liquidation for U.S. Federal Income Tax Purposes (the “Plan of Tax Liquidation”) which was adopted in 2013 as the Company continues to implement its strategy of, among other things, seeking to return capital to shareholders. The Company believes that this distribution will be treated as a return of capital to a shareholder, to the extent of the shareholder's tax basis in its common shares, and thereafter as a capital gain, for U.S. federal income tax purposes. The Company urges all shareholders to consult their own tax advisors concerning their particular circumstances and the U.S. federal tax treatment of this distribution.
By adopting the Plan of Tax Liquidation, the Company has taken no action to commence the winding up and/or liquidation of the Company under its Bye-Laws, the Bermuda Companies Act 1981, or any other Bermuda law.
The Company believes that it is a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes, and consequently also urges shareholders to consult their tax advisors concerning their particular circumstances regarding their further acquisition, ownership, or disposition of the Company’s common shares. Further information regarding the Company’s PFIC status is available on the Investor Relations page of the Company’s Web site at www.primusguaranty.com. The Company notes that shareholders resident in the United States who own 1 percent or more of the Company’s common shares may have additional tax reporting to the U.S. Internal Revenue Service and accordingly such persons should consult their own tax advisors.
The Company also notes that, as the distribution represents greater than 25 percent of the value of the Company’s common shares at the close of trading on June 5, 2014, investors are cautioned to check with their financial advisor or other market professional as to the announcement by the Financial Industry Regulatory Authority (FINRA) as to the ex-distribution date to be established by FINRA for this distribution.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20140606005831/en/Primus-Guaranty-Ltd.-Declares-Distribution-7.25-Common#.U5JDPom9Kc0
PRSG credit swap portfolio now comprises nine tranche swaps with a notional principal of $3.025 billion.
Future maturities:
6/20/14 $1.050 Billion
9/20/14 $600 Million
12/20/14 $1.375 Billion
Primus Guaranty, Ltd. Reports First Quarter 2014 Results (5/12/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the first quarter ended March 31, 2014.
• GAAP net income available to common shares for the first quarter 2014 was $1.9 million, or $0.09 per diluted share, compared with GAAP net income available to common shares of $18.9 million, or $0.72 per diluted share, for the first quarter 2013.
• Economic Results for the first quarter 2014 were $2.2 million, or $0.10 per diluted share, compared with Economic Results of $3.0 million, or $0.12 per diluted share, for the first quarter 2013.
• GAAP book value per common share was $8.97 at March 31, 2014, compared with GAAP book value per common share of $8.89 at December 31, 2013. Economic Results book value per common share was $8.92 at March 31, 2014, compared with Economic Results book value per common share of $8.82 at December 31, 2013.
• At March 31, 2014, the notional principal of Primus Financial Products, LLC (“Primus Financial”)’s consolidated credit swap portfolio totaled $3.0 billion, compared with $3.3 billion at December 31, 2013.
Additional Information
A copy of this press release, the Company’s financial supplement and the full year 2013 audited consolidated financial statements are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site is a letter dated May 12, 2014 to the shareholders from Richard Claiden, Chief Executive Officer.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; and
• A net adjustment in provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20140512006137/en/Primus-Guaranty-Ltd.-Reports-Quarter-2014-Results#.U3Icuq1OWUk
Primus Financial Products' credit swap portfolio as of December 31, 2013:
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MjIwOTUxfENoaWxkSUQ9LTF8VHlwZT0z&t=1
Primus Guaranty, Ltd. Reports Fourth Quarter and Full Year 2013 Results (2/18/14)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the fourth quarter and full year ended December 31, 2013.
• GAAP net income available to common shares for the fourth quarter 2013 was $4.8 million, or $0.22 per diluted share, compared with GAAP net income available to common shares of $59.5 million, or $2.23 per diluted share, for the fourth quarter 2012.
• GAAP net income available to common shares for the full year 2013 was $52.2 million, or $2.17 per diluted share, compared with a GAAP net income available to common shares of $432.4 million, or $14.41 per diluted share, for the full year 2012. GAAP net income from continuing operations for the full year 2013 primarily was attributable to net credit swap revenue of $54.6 million, which included unrealized gains in the fair value of Primus Financial Products, LLC (“Primus Financial”)’s consolidated credit swap portfolio of $39.5 million. GAAP net income from continuing operations for the full year 2012 primarily was attributable to net credit swap revenue of $439.0 million, which included unrealized gains in the fair value of Primus Financial’s consolidated credit swap portfolio of $415.0 million.
• Economic Results for the fourth quarter 2013 were $2.6 million, or $0.12 per diluted share. Economic Results for the full year 2013 were $12.8 million, or $0.53 per diluted share. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s consolidated credit swap portfolio are not included in Economic Results. Economic Results for the fourth quarter of 2012 were $6.3 million, or $0.25 per diluted share. Economic Results for the full year 2012 were $24.4 million, or $0.93 per diluted share.
• GAAP book value per common share was $8.89 at December 31, 2013, compared with GAAP book value per common share of $8.83 at December 31, 2012. Economic Results book value per common share was $8.82 at December 31, 2013, compared with Economic Results book value per common share of $10.19 at December 31, 2012. The December 31, 2013 GAAP and Economic Results book value per common share reflect the $2.00 distribution per common share that was paid in the fourth quarter 2013.
• At December 31, 2013, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $3.3 billion, compared with $4.1 billion at December 31, 2012.
Additional Information
A copy of this press release, the Company’s financial supplement and details on Primus Financial’s credit swap portfolio as of December 31, 2013, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site is a letter dated February 18, 2014 to the shareholders from Richard Claiden, Chief Executive Officer, and, on the Tax Information page of the Investor Relations section, the PFIC annual information statement for the tax year ended December 31, 2013 and an estimate of the Company’s 2014 PFIC income.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by
Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; and
• A net adjustment in provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20140218006750/en/Primus-Guaranty-Ltd.-Reports-Fourth-Quarter-Full
Primus Guaranty, Ltd. Reports Third Quarter 2013 Results and Declares Distribution of $2.00 Per Common Share (11/08/13)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the third quarter ended September 30, 2013.
• GAAP net income available to common shares for the third quarter 2013 was $12.2 million, or $0.53 per diluted share, compared with GAAP net income available to common shares of $108.2 million, or $3.84 per diluted share, for the third quarter 2012. GAAP net income available to common shares for the third quarter 2013 substantially resulted from a net unrealized mark-to-market gain of $9.2 million on Primus Financial Products, LLC (“Primus Financial”)'s credit swap portfolio.
• Economic Results for the third quarter 2013 were $3.0 million, or $0.13 per diluted share, compared with Economic Results of $3.5 million, or $0.12 per diluted share, for the third quarter 2012. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s credit swap portfolio are not included in Economic Results.
• GAAP book value per common share was $10.67 at September 30, 2013, compared with GAAP book value per common share of $8.83 at December 31, 2012.
• Economic Results book value per common share was $10.69 at September 30, 2013, compared with Economic Results book value per common share of $10.19 at December 31, 2012.
• Primus Financial’s remaining single name credit swaps matured in the third quarter of 2013.
• At September 30, 2013, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $3.3 billion, compared with $4.1 billion at December 31, 2012.
Plan of Tax Liquidation, Distribution Authorization and PFIC Matters
The Company’s Board of Directors has adopted a Plan of Liquidation for U.S. Federal Income Tax Purposes (the “Plan of Tax Liquidation”) as the Company continues to implement its strategy of, among other things, seeking to return capital to shareholders.
Under the Plan of Tax Liquidation, the Board of Directors has declared a distribution of $2.00 per common share, payable December 11, 2013 to shareholders of record at the close of business on November 13, 2013. The aggregate distribution will total approximately $43.6 million based on 21,786,406 common shares outstanding on November 7, 2013. The Company believes that this distribution will be treated as a return of capital to a shareholder, to the extent of the shareholder’s tax basis in its shares, and thereafter as a capital gain, for U.S. federal tax purposes.
By adopting the Plan of Tax Liquidation, the Company has taken no action to commence the winding up and/or liquidation of the Company under its Bye-Laws, the Bermuda Companies Act 1981, or any other Bermuda law.
The Company believes that it is a “passive foreign investment company,” or PFIC, for U.S federal income tax purposes, and urges all shareholders to consult their own tax advisors concerning their particular circumstances and the U.S. federal tax treatment of this distribution as well as their further acquisition, ownership, or disposition of the Company’s common shares. Further information regarding the Company’s PFIC status is available on the Investor Relations page of the Company’s Web site at www.primusguaranty.com. The Company notes also that shareholders resident in the United States who own 1 percent or more of the Company’s common shares may have additional tax reporting to the U.S. Internal Revenue Service and accordingly such persons should consult their own tax advisors.
Given the reduction in the number of common shares outstanding and the projected maturities of Primus Financial’s credit swaps in 2013 and particularly 2014, the Company anticipates an increase in PFIC income per common share.
Additional Information
A copy of this press release, the Company’s financial supplement and a letter dated November 8, 2013 to the shareholders from Richard Claiden, Chief Executive Officer, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; and
• A net adjustment in provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20131108005116/en/Primus-Guaranty-Ltd.-Reports-Quarter-2013-Results
Primus Guaranty, Ltd. Reports Second Quarter 2013 Results (7/31/13)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the second quarter ended June 30, 2013.
• GAAP net income available to common shares for the second quarter 2013 was $16.4 million, or $0.65 per diluted share, compared with GAAP net income available to common shares of $1.6 million, or $0.05 per diluted share, for the second quarter 2012. GAAP net income available to common shares for the second quarter 2013 substantially resulted from a net unrealized mark-to-market gain of $12.3 million on Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio.
• Economic Results for the second quarter 2013 were $4.1 million, or $0.16 per diluted share, compared with Economic Results of $9.2 million, or $0.29 per diluted share, for the second quarter 2012. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s credit swap portfolio are not included in Economic Results.
• GAAP book value per common share was $10.10 at June 30, 2013, compared with GAAP book value per common share of $8.83 at December 31, 2012.
• Economic Results book value per common share was $10.48 at June 30, 2013, compared with Economic Results book value per common share of $10.19 at December 31, 2012.
• At June 30, 2013, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $3.4 billion, compared with $4.1 billion at December 31, 2012.
• During the second quarter of 2013, Primus Guaranty purchased 2 million of its common shares at a total cost of approximately $19 million and Primus Financial redeemed the remaining $77.4 million of its preferred securities at par.
• On July 30, 2013, the Company’s Board of Directors authorized an increase in the amount available for the purchase of the Company’s common shares to $25 million. Purchases will be made at management’s discretion.
Additional Information
A copy of this press release, the Company’s financial supplement, summary details of Primus Financial’s consolidated credit swap portfolio as of June 30, 2013, and a letter dated July 31, 2013 to the shareholders from Richard Claiden, Chief Executive Officer, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site are the results of the Company’s 2013 Annual General Meeting of Shareholders held on July 30, 2013.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; and
• A net adjustment in provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20130731006614/en/Primus-Guaranty-Ltd.-Reports-Quarter-2013-Results
Primus Guaranty, Ltd. Reports First Quarter 2013 Results (5/06/13)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK: PRSG) today announced its financial results for the first quarter ended March 31, 2013.
• GAAP net income available to common shares for the first quarter 2013 was $18.9 million, or $0.72 per diluted share, compared with GAAP net income available to common shares of $263.0 million, or $7.72 per diluted share, for the first quarter 2012. GAAP net income available to common shares for the first quarter 2013 substantially resulted from a net unrealized mark-to-market gain of $16.0 million on Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio.
• Economic Results for the first quarter 2013 were $3.0 million, or $0.12 per diluted share, compared with Economic Results of $5.5 million, or $0.26 per diluted share, for the first quarter 2012. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s credit swap portfolio are not included in Economic Results.
• GAAP book value per common share was $9.50 at March 31, 2013, compared with GAAP book value per common share of $8.83 at December 31, 2012.
• Economic Results book value per common share was $10.29 at March 31, 2013, compared with Economic Results book value per common share of $10.19 at December 31, 2012.
• At March 31, 2013, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $3.5 billion, compared with $4.1 billion at December 31, 2012.
• During the first quarter of 2013, Primus Financial redeemed the remaining $57.7 million (face value) of its Subordinated Deferrable Interest Notes at par.
Additional Information
A copy of this press release, the Company’s financial supplement and the 2012 Audited Financial Statements are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site is a letter dated May 6, 2013 to the shareholders from Richard Claiden, Chief Executive Officer.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results;
• A provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events is included in Economic Results; and
• A reduction in provision for CDS on ABS credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20130506006297/en/Primus-Guaranty-Ltd.-Reports-Quarter-2013-Results
PRSG Reports Fourth Quarter and Full Year 2012 Results (2/14/13)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the fourth quarter and full year ended December 31, 2012.
• GAAP net income available to common shares for the fourth quarter 2012 was $59.5 million, or $2.23 per diluted share, compared with GAAP net income available to common shares of $100.5 million, or $2.84 per diluted share, for the fourth quarter 2011.
• GAAP net income available to common shares for the full year 2012 was $432.4 million, or $14.41 per diluted share, compared with a GAAP net loss available to common shares of $(36.8) million, or $(1.00) per diluted share, for the full year 2011. GAAP net income from continuing operations for the full year 2012 primarily was attributable to net credit swap revenue of $439.0 million, which included unrealized gains in the fair value of Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio of $415.0 million. GAAP net loss from continuing operations for the full year 2011 primarily was attributable to net credit swap revenue of $(39.0) million, which included unrealized losses in the fair value of Primus Financial’s credit swap portfolio of $(64.8) million.
• Economic Results for the fourth quarter 2012 were $6.3 million, or $0.25 per diluted share. Economic Results for the full year 2012 were $24.4 million, or $0.93 per diluted share. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s credit swap portfolio are not included in Economic Results. Economic Results for the fourth quarter 2011 were $12.4 million, or $0.35 per diluted share. Economic Results for the full year 2011 were $36.8 million, or $1.00 per diluted share.
• GAAP book value per common share was $8.83 at December 31, 2012, compared with GAAP book value per common share of $(4.18) at December 31, 2011.
• Economic Results book value per common share was $10.19 at December 31, 2012, compared with Economic Results book value per common share of $8.60 at December 31, 2011.
• At December 31, 2012, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $4.1 billion, compared with $8.1 billion at December 31, 2011.
Buyback Update
In the fourth quarter of 2012, Primus Guaranty purchased approximately 1.3 million of its common shares for an aggregate cost of approximately $10.5 million.
During the fourth quarter of 2012, Primus Financial purchased $19.1 million (face value) of its Subordinated Deferrable Interest Notes at a cost of approximately $17.8 million.
Subsequent Event
During the first quarter of 2013, Primus Financial redeemed the remaining $57.7 million (face value) of its Subordinated Deferrable Interest Notes at par.
Additional Information
A copy of this press release, the Company’s financial supplement, and details on Primus Financial’s credit swap portfolio as of December 31, 2012, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site is a letter dated February 14, 2013 to the shareholders from Richard Claiden, Chief Executive Officer, and separately, a communication with certain important U.S. tax considerations for shareholders and investors.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results;
• A provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events is included in Economic Results; and
• A reduction in provision for CDS on ABS credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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 reference entities. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20130214006390/en/Primus-Guaranty-Ltd.-Reports-Fourth-Quarter-Full
this thing has done really well in 2012.... wonder how 2013 going to look.
PRSG Reports Third Quarter 2012 Results (11/02/12)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the third quarter ended September 30, 2012.
• GAAP net income available to common shares for the third quarter 2012 was $108.2 million, or $3.84 per diluted share, compared with a GAAP net loss available to common shares of $283.1 million, or $7.76 per diluted share, for the third quarter 2011.
• Economic Results for the third quarter 2012 were $3.5 million, or $0.12 per diluted share, compared with Economic Results of $10.2 million, or $0.28 per diluted share, for the third quarter 2011. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio are not included in Economic Results.
• Economic Results book value per common share was $9.85 at September 30, 2012, compared with Economic Results book value per common share of $8.60 at December 31, 2011.
• At September 30, 2012, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $5.8 billion.
• Primus Guaranty redeemed the remaining $81.9 million (face value) of its 7% Senior Notes due 2036 at par on September 27, 2012. This resulted in an accelerated write-off of debt issuance costs of $2.3 million, which was recorded under “Interest expense” in the third quarter 2012.
• Primus Guaranty purchased approximately 1.3 million of its common shares for an aggregate cost of approximately $9.6 million in the third quarter 2012.
Additional Information
A copy of this press release, the financial supplement and a letter dated November 2, 2012 to the shareholders from Richard Claiden, Chief Executive Officer, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
• Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
• Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results;
• A provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events is included in Economic Results; and
• A reduction in provision for CDS on ABS credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find Real Time Level 2 quotes and market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20121102005110/en/Primus-Guaranty-Ltd.-Reports-Quarter-2012-Results
PRSG Announces Mandatory Redemption of Its 7% Senior Notes Due 2036 (8/24/12)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (the “Company”) (OTC PINK: PRSG) today announced that it has issued a notice of mandatory redemption (the “Mandatory Redemption”) of all of its 7% Senior Notes due 2036 (“Senior Notes”) on September 27, 2012 (the “Redemption Date”). The Senior Notes to be redeemed in the Mandatory Redemption shall be redeemed at 100% of the principal amount thereof plus accrued interest to the Redemption Date, and interest on the Senior Notes will cease to accrue on and after the Redemption Date.
Investors with questions about the Mandatory Redemption can contact Deutsche Bank Trust Company Americas, the Trustee for the Senior Notes, at 1-800-735-7777.
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. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find Real Time Level 2 quotes and market information for the Company on www.otcmarkets.com.
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, operating strategies and plans, 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 by the Company in, among other documents, its Annual Report on Form 10-K for the year ended December 31, 2011 and other filings previously made with the U.S. Securities and Exchange Commission.
Contacts
Primus Guaranty, Ltd.
Nicole Stansell, 212-697-1992
investorrelations@primusguaranty.com
http://www.businesswire.com/news/home/20120824005645/en/Primus-Guaranty-Announces-Mandatory-Redemption-7-Senior
PRSG Reports Second Quarter 2012 Results (7/31/12)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the second quarter ended June 30, 2012.
•GAAP net income available to common shares for the second quarter 2012 was $1.6 million, or $0.05 per diluted share, compared with GAAP net income available to common shares of $61.1 million, or $1.62 per diluted share, for the second quarter 2011.
•Economic Results for the second quarter 2012 were $9.2 million, or $0.29 per diluted share, compared with Economic Results of $5.4 million, or $0.14 per diluted share, for the second quarter 2011. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio are not included in Economic Results.
•Economic Results book value per common share was $9.61 at June 30, 2012, compared with Economic Results book value per common share of $8.60 at December 31, 2011.
•At June 30, 2012, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $7.4 billion.
Buyback Authorization and Update
On July 26, 2012, the Company’s Board of Directors authorized an additional expenditure of up to $25 million for the purchase of the Company’s common shares and/or 7% Senior Notes due 2036. Purchases will be made at management’s discretion.
In the second quarter of 2012, Primus Guaranty purchased approximately 4.8 million of its common shares for an aggregate cost of approximately $34 million. Primus Guaranty also purchased $4 million (face value) of its 7% Senior Notes due 2036 at a cost of approximately $3.5 million.
During the second quarter of 2012, Primus Financial purchased $5.4 million (face value) of its Subordinated Deferrable Interest Notes at a cost of approximately $4.6 million.
Additional Information
A copy of this press release, the financial supplement, summary details of Primus Financial’s consolidated credit swap portfolio as of June 30, 2012, and a letter dated July 31, 2012 to the shareholders from Richard Claiden, Chief Executive Officer, are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site are the results of the Company’s 2012 Annual General Meeting of Shareholders held on July 26, 2012.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
•Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
•Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
•Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results;
•A provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events is included in Economic Results; and
•A reduction in provision for CDS on ABS credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find Real Time Level 2 quotes and market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20120731005937/en/Primus-Guaranty-Ltd.-Reports-Quarter-2012-Results
PRSG Reports First Quarter 2012 Results (5/08/12)
HAMILTON, Bermuda--(BUSINESS WIRE)--Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC PINK:PRSG) today announced its financial results for the first quarter ended March 31, 2012.
•GAAP net income available to common shares for the first quarter 2012 was $263.0 million, or $7.72 per diluted share, compared with GAAP net income available to common shares of $84.7 million, or $2.21 per diluted share, for the first quarter 2011. GAAP net income available to common shares for the first quarter 2012 substantially resulted from a net unrealized mark-to-market gain of $259.6 million on Primus Financial Products, LLC (“Primus Financial”)’s credit swap portfolio.
•Economic Results for the first quarter 2012 were $5.5 million, or $0.26 per diluted share, compared with Economic Results of $8.7 million, or $0.23 per diluted share, for the first quarter 2011. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financial’s credit swap portfolio are not included in Economic Results.
•Economic Results book value per common share was $8.98 at March 31, 2012, compared with Economic Results book value per common share of $8.60 at December 31, 2011.
•At March 31, 2012, the notional principal of Primus Financial’s consolidated credit swap portfolio totaled $7.8 billion.
Buyback Authorization and Update
On May 1, 2011, the Company’s Board of Directors has authorized an additional expenditure of up to $50 million for the purchase of the Company’s common shares and/or 7% Senior Notes. Purchases will be made at management’s discretion.
In the first quarter of 2012, Primus Guaranty purchased approximately 1.4 million of its common shares for an aggregate cost of approximately $8.4 million. Primus Guaranty also purchased $735 thousand (face value) of its 7% Senior Notes due 2036 at a cost of approximately $576 thousand.
During the first quarter of 2012, Primus Financial purchased an aggregate of $12.2 million (face value) of its preferred securities at a cost of approximately $8.5 million. Primus Financial also purchased $1 million (face value) of its Subordinated Deferrable Interest Notes at a cost of $800 thousand.
Earnings
A copy of this press release and the financial supplement are available in the Investor Relations section of the Company’s Web site at www.primusguaranty.com. Also available on the Web site is a letter dated May 8, 2012 to the shareholders from Richard Claiden, Chief Executive Officer.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income (loss) available to common shares as well as certain non-GAAP financial measures called “Economic Results”. We define Economic Results as GAAP net income (loss) available to common shares, adjusted as follows:
•Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
•Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares;
•Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results;
•A provision for credit default swaps on asset-backed securities (“CDS on ABS”) credit events is included in Economic Results; and
•A reduction in provision for CDS on ABS credit events, upon termination or principal write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market value of Primus Financial’s consolidated credit swap portfolio have little or no effect on the Company's business operations and that Economic Results provides a useful, alternative view of the Company’s economic performance.
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. Its common shares trade on the OTC Pink Tier of the OTC market. Investors can find Real Time Level 2 quotes and market information for the Company on www.otcmarkets.com.
http://www.businesswire.com/news/home/20120508006250/en/Primus-Guaranty-Ltd.-Reports-Quarter-2012-Results
Suddenly, Primus Is A Bargain (1/07/12)
As a bonus holiday gift to readers, allow me to share with you one of the oddest special situations I can recall coming across in my 30 years of investing: an erstwhile financial services niche player, now in runoff, called Primus Guaranty, Ltd (PRSG.PK).
This won’t take long. Primus is in the business—or rather, it was in the business—of writing credit default swaps. The company was a tiny specialist in what was at one time a $62 trillion (notional) market. Its counterparties include all the big players, including JPMorgan (JPM), Citi (C), and Goldman Sachs (GS). Primus’s portfolio size at its peak: $22.5 billion. In the long-ago sunny days before the financial world went crazy, the company had a nice little business.
But then the financial world did go crazy, and everything changed. When the credit crunch hit and panic gripped the markets, Primus’s counterparties suddenly had no interest in doing business with small niche players anymore, and would only deal with massive, too-big-to-fail leviathans, instead. So Primus found itself frozen out of the market. In 2009, with things at a standstill and no prospect of that ever changing, the board threw up its hands and elected to put the company into runoff. That runoff will end in 2014 at the latest, when the last of Primus’s CDS matures.
In the meantime, though, the company will continue to receive premiums on its remaining CDS portfolio (now $8.2 billion notional) and will generate a significant amount of free cash. The company is using much of that cash to repurchase debt and common stock.
Given all this, figuring out what Primus will eventually be worth as it runs off is not complicated. Calculate the premiums the company will receive between now and the moment its last contracts expire, estimate losses in the interim, then add back the cash that’s already on the company’s balance sheet, and you have Primus’ intrinsic value. Our work puts the number at between $9.00 and $9.50 per share.
And yet against that $9.00 of estimated value, the stock is lately trading at around $4.80 per share—a 53% discount. But just two weeks ago, the discount was much narrower--closer to 30%. Since then, the stock’s price has dropped by 15% and the gap between Primus’s stock price and its true value has become yawning.
Which gets me to the part of the story that’s so odd. The first, last, and only reason I know of that can account for Primus’s recent, dramatic price decline couldn’t be more mundane: the stock collapsed on the day it delisted from NYSE (to save on expenses) and moved to the pink sheets. That’s it. There has been no change in the company’s portfolio or fundamental outlook. The company’s runoff continues. It was just the de-listing and re-listing that brought about this sudden and astounding bargain. That sounds crazy, but it’s true.
In any event, we have a stock that has, by my calculation, up to 80% of upside or more over the next one to two years. What’s more, the company is actively working to shrink that gap, by returning its growing cash hoard to shareholders. We believe Primus could start to pay a dividend to shareholders in the second half of this year. Eventualy, the company will likely sell its portfolio outright, once it’s down to a certain size, to a financial buyer. (I should add, in case you haven’t already guessed, that Primus is one of the larger holdings in the portfolios I manage.) The major risk that I see is that the eventual portfolio sale will be at a lowball price—but that sale is still a long way off and, given the stock’s current price, is not something I’m not too worried about.
Situations like this aren’t supposed to happen anymore in a fully wired, globalized stock market. But in this case, it has. As I say, I can’t recall every coming across a special situation as attractive and straightforward as Primus appears to be. The risk/reward in my view, is very attractive. Happy New Year.
http://seekingalpha.com/article/318012-suddenly-primus-is-a-bargain
Bank Stock Guru Makes 2012 Picks (12/01/11)
TheStreet:What are some of your non-bank investments?
Brown: Real special situations. A fun one for me is Primus Guaranty (PRS_). Primus was a credit derivatives product company (CDPC). They were the first one. All they did was write credit default swaps (CDS). They had a business model that said you didn't have to post collateral.
So we bought into the company--a small position--probably back in 2005, maybe 2006, on the theory that the CDS market was going to grow as fast as the interest rate derivatives market did, for the same reason: protection. By 2007, nobody was dealing with Primus as a counterparty. They didn't want to take the risk. This was a company that had huge leverage on a primarily investment grade CDS portfolio but we had a financial panic going on. So the downside risk was that the company would shut down and liquidate.
The stock went as low as maybe 40 cents a share. So we ended up buying a ton of stock at--let's call it under $3. So the first investment was terrible--one of our worst investments of all time--but the second investment has been one of our best, and combined you get an average performance.
Primus is in liquidation. We own 15% of the company today. Somebody else owns 30%. The stock's trading at $5.50 and we think we're going to get $10 in a couple of years. The CDS on a single name were typically five years in duration. So this company's entire portfolio is done by 2014. This is really just playing out the liquidation. The contracts are written. Every quarter they get the premiums, and every quarter an old segment of risk exposure runs off. So at the end of the day there's going to be some big payout. The company's in the market buying back stock. The company's buying back debt. But at the end of the day there's going to be a pot of gold
http://www.thestreet.com/story/11328249/2/bank-stock-guru-makes-2012-picks.html
Second Curve Capital, LLC owns 17.2 percent (12/21/11)
Controls 6,069,457 shares.
http://sec.gov/Archives/edgar/data/1136704/000091957412000514/d1264297_13d-a.htm
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Primus Guaranty, Ltd. is a Bermuda company based in New York. Through its subsidiary, Primus Financial Products, LLC, the Company provides protection primarily against the risk of default on primarily investment grade corporate and sovereign reference entities. Its credit protection portfolio, which consists of credit default swaps transacted with dealers and banks, is in amortization.
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