- Current report filing (8-K)
November 03 2008 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 3, 2008
(October 30,
2008)
SYNCORA HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-32950
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Not applicable
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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of incorporation)
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Canon's Court, 22 Victoria Street,
Hamilton, Bermuda HM 12
(Address of principal executive offices)
(441) 279-7450
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement
On
October 30, 2008, effective as of October 15, 2008, Syncora Holdings Ltd. (the
Company
)
and several of its wholly-owned subsidiaries and affiliates, including Syncora
Guarantee Inc. (
Syncora Guarantee
), entered into an agreement
(the
Agreement
) with all parties to the original Master
Commutation, Release and Restructuring Agreement, dated as of July 28, 2008,
as amended by Amendment No. 1 dated as of August 1, 2008 (the
Master
Transaction
Agreement
),
with the sole exception of Lehman Brothers Inc., to extend the negotiation
period to commute, terminate, amend or restructure the contracts between the
counterparties that may, from time to time, be parties to the Master Transaction
Agreement (the
Financial
Counterparties
) and Syncora Guarantee from October 15, 2008 to October
31, 2008. The Agreement is drafted so that it is effective as to all parties
that have executed it, even if Lehman Brothers Inc. fails to execute it.
The
Agreement also changes all other references in the Master Transaction Agreement
from October 15, 2008 to October 31, 2008,
including the forbearance by the Financial Counterparties from exercising certain
acceleration, termination and assessment rights under certain contracts, certain
provisions of the Master Transaction Agreement relating to segregation by Syncora
Guarantee of payments made by the Financial Counterparties through such date
for use in the termination, amendment or restructuring of the contracts or payment
of losses thereunder and limitations on the ability of Syncora Guarantee to commute,
terminate or restructure policies or contracts or transfer or dispose of its
public finance business. Other than in relation to these extensions, the terms
of the Master Transaction Agreement remain unchanged. The extensions provided
by the Agreement have expired and we continue to work with the Financial Counterparties
to extend them but there can be no assurance that any additional extensions will
be obtained or that the negotiations will ultimately result in an agreement.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Amendment No. 2 to Master Transaction
Agreement, by and among Syncora
Holdings Ltd., Syncora Guarantee Inc.,
certain
portfolio trusts that are affiliates of Syncora Guarantee Inc., certain
financial institutions
that are counterparties to certain
agreements with Syncora Guarantee, Inc. and certain other parties.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SYNCORA HOLDINGS LTD.
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(Registrant)
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Date: November 3,
2008
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By:
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/s/ Susan Comparato
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Name: Susan
Comparato
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Title: Acting CEO and President
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3
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