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Proposed Acquisition of Control of Ambac Assurance Corporation by American Acorn Corporation, and others

Last Updated: April 15, 2025

Information on the Acquisition of Control of Ambac Assurance Corporation by American Acorn Corporation, American Acorn Holdings LLC, Oaktree Opportunities Fund XII Holdings (Delaware), L.P., Oaktree Fund GP, LLC, Oaktree Fund GP I, LP, Oaktree Capital I GP, LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings, LP, Oaktree Capital Group Holdings GP, LLC, Bruce Karsh, Howard Marks, and Sheldon Stone

On June 28, 2024, Zachary Bemis, transaction counsel, submitted a Form A filing, in the matter of the acquisition of control of Ambac Assurance Corporation (Ambac, the “Domestic Insurer"), by American Acorn Corporation (American Acorn), American Acorn Holdings LLC, Oaktree Opportunities Fund XII Holdings (Delaware), L.P., Oaktree Fund GP, LLC, Oaktree Fund GP I, LP, Oaktree Capital I GP, LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings, LP, Oaktree Capital Group Holdings GP, LLC, Bruce Karsh, Howard Marks, and Sheldon Stone (together the “Applicants"). Pursuant to a stock purchase agreement between Ambac Financial Group, Inc. (AFG), Ambac's direct parent company, and American Acorn, all issued and outstanding shares of Ambac will be sold to American Acorn for $420,000,000, subject to adjustment as described in the purchase agreement. At the same time, AFG will issue to American Acorn a warrant for a number of shares of common stock, par value $0.01, representing 9.9% of the fully diluted shares of AFG common stock as of March 31, 2024.

As required by Wisconsin law, a Public Hearing is required concerning this application for change of control.

Public Comment
Interested parties are encourage to submit written Comments to OCI at any time prior to the public hearing. Written comments may be emailed to OCI at: OCICompanyLicensing@wisconsin.gov. Please include the transaction title in the subject line of the email. Comments received are public record and will be posted to this webpage.

Filings

Oaktree Form A Transmittal Letter (06_28_2024)

Form A Statement - Acquisition of Control of AAC by Oaktree
Exhibit A (Revised) - Stock Purchase Agreement - REDACTED [REDACTED]
Exhibit A - Stock Purchase Agreement [CONFIDENTIAL] [OBSOLETE]
Exhibit B-1 - Abbreviated Pre-Closing Organization Chart of the Applicants [OBSOLETE]
Exhibit B-2 - Pre-Closing Organizational Chart of the Domestic Insurer
Exhibit B-3 - Abbreviated Post-Closing Organization Chart of the Applicants and the Domestic Insurer [OBSOLETE]
Exhibit C-1 – Executive Officers and Directors of the Applicants [OBSOLETE]
Exhibit C-1 (Revised) – Directors and Executive Officers and 10% Owners of the Applicants
Litera Compare Redline – Exhibit C2 – Updated Proposed Directors and Executive Officers of the Domestic Insurer-119703524-v1 and Exhibit C2 – Updated Proposed Directors and Executive Officers of the Domestic Insurer [CONFIDENTIAL]
Proposed Lists of Directors and Executive Officers of the Domestic Insurer [OBSOLETE]
Exhibit C2 – Updated Proposed Directors and Executive of the Domestic Insurer (119703524.2)
Exhibit D – Equity Commitment Letter [CONFIDENTIAL] [OBSOLETE]
Exhibit D (Revised) – Equity Commitment Letter – REDACTED [REDACTED]
Exhibit E-1 - Audited Annual Financial Statements and Annual Reports (2023)
Exhibit E-2 – Audited Annual Financial Statements and Annual Reports (2022)
Exhibit E-3 – Audited Annual Financial Statements and Annual Reports (2021)
Exhibit E-4 – Audited Annual Financial Statements and Annual Reports (2020)
Exhibit E-5 – Audited Annual Financial Statements and Annual Reports (2019)
Exhibit F – Unaudited Quarterly Financial Statements
Exhibit G – Competitive Impact Statement [CONFIDENTIAL]
Exhibit H – Form AA Consents to Jurisdiction

Oaktree AAC Confidential Supplement to Form A Transmittal Letter (06_28_2024)
OCI Email Information Request to Company 7/1/24 [CONFIDENTIAL]
OCI Email Information Request to Company 7/3/24 [CONFIDENTIAL]
Confidential Supplement 1 – NAIC Biographical Affidavits [CONFIDENTIAL]

Oaktree AAC First Addendum to Confidential Supplement 1 (07.22.2024) [CONFIDENTIAL]

CS2 – Plan of Operations [CONFIDENTIAL] [OBSOLETE]

Litera Compare Redline – Confidential Supplement – AAC Updated Business Plan-119694943-v1 and Confidential Supplement – AAC Updated Business Plan-119694943-v2 [CONFIDENTIAL]

Confidential Supplement 3 – Financial Projections of the Domestic Insurer [OBSOLETE]
Oaktree AAC First Addendum to Confidential Supplement 4 Transmittal Letter (09.20.2024) [CONFIDENTIAL]
Confidential Supplement 4 - Personal Financial Statements

CS4 – Bruce Karsh [CONFIDENTIAL]
CS4 Supplement – Stone FS 2023 – Final [CONFIDENTIAL]
CS4 Supplement – Karsh Compilation 2023 [CONFIDENTIAL]

Oaktree AAC Confidential Supplement 5&6 (7.22.2024) [CONFIDENTIAL]

Confidential Supplement 5 – Exhibit A – Stock Purchase Agreement (Unredacted) [CONFIDENTIAL]
Confidential Supplement 6 – Exhibit D – Equity Commitment Letter (Unredacted) [CONFIDENTIAL]

OCI Email Information Request to Company 7/30/24 [CONFIDENTIAL]
OCI Email Information Request to Company 8/7/24 [CONFIDENTIAL]
OCI Email Information Request to Company 10/3/24 [CONFIDENTIAL]
CORR to Mr. Martin re Confidential Supplement 7 – Responses To Questions [CONFIDENTIAL]

Confidential Supplement 7 – Revised Response to OCI Document Requests (113389130_2) [CONFIDENTIAL]

Exhibit A – Seller Disclosure Letter (Final) [CONFIDENTIAL]
Exhibit B – Project Aurora Financial Model [CONFIDENTIAL]
Exhibit C – Aurora PRA Filings [CONFIDENTIAL]
Exhibit D1 – Derivative Use Plan (clean) [CONFIDENTIAL] [OBSOLETE]
Exhibit D2 - Derivative Use Plan (redline) [CONFIDENTIAL] [OBSOLETE]
Exhibit E – AAC 2023 STAT to Taxable Income Reconciliation [CONFIDENTIAL]

CORR to Mr. Martin re_Confidential Supplement 8 – Response to Various Questions (11.08.2024) [CONFIDENTIAL]

Confidential Supplement 8(a) – Written Responses to Seller Disclosure Letter Questions (11.08.2024) [CONFIDENTIAL]
Confidential Supplement 8(b) – Written Responses to Investment Management Agreement Questions (11.08.2024) [CONFIDENTIAL]
Confidential Supplement 8(b) – Exhibit A – Revised Investment Guidelines (115758891_2) [CONFIDENTIAL]
Confidential Supplement 8(c) – Written Responses to Surplus Notes Questions (11.08.2024) [CONFIDENTIAL

CORR to Mr. Martin re_Confidential Supplement 9 – Responses to Various Questions (Revised 11.27.2024) [CONFIDENTIAL]

Confidential Supplement 9(a) – Written Responses to RMSA Questions_(116017263_4) [CONFIDENTIAL]

CS 9(a) – Attachment 1 – AAC Pre Close Org Structure_(116326757_1) [CONFIDENTIAL]
CS 9(a) – Attachment 2 – AAC Post Close Org Structure_(116326757_1) [CONFIDENTIAL]

Confidential Supplement 9(b) – Written Responses to Derivative Use Plan Questions_(116216264_1) [CONFIDENTIAL]
Confidential Supplement 9(c) – Written Responses to Repurchase Agreement, ASA and General Questions (116152344_2) [CONFIDENTIAL]
Confidential Supplement 9(c) – Written Responses to Repurchase Agreement, ASA and General Questions (116152344_2) [CONFIDENTIAL]

OCI Email Information Request to Company 9/11/24 [CONFIDENTIAL]
OCI Email Information Request to Company 10/22/24 [CONFIDENTIAL]
CORR to Mr. Martin re_Confidential Supplement 10 – Responses to Follow Up Tax Questions (12.09.2024) [CONFIDENTIAL]

OT Response to Follow-up Tax Questions_(116644703_2) [CONFIDENTIAL]
Ambac – AAC163j Investment Interest Limitation [CONFIDENTIAL]
Exhibit E.02 – 2021 AAC STAT to Tax Reconciliation [CONFIDENTIAL]
Exhibit E.03 – 2022 AAC STAT to Tax Reconciliation[CONFIDENTIAL]

Oaktree AAC Org Chart Transmittal Letter (08.01.2024) [CONFIDENTIAL]
Velocity Org Chart [CONFIDENTIAL] [OBSOLETE]
Confidential – OAK Affiliates List 6-30-24 [CONFIDENTIAL] [OBSOLETE]
AAC – Revised Brookfield Disclaimer of Control (11.28)_(116499631_1) [CONFIDENTIAL]

OCI Email Disclaimer Response to Company 10/7/24 [CONFIDENTIAL]

BF Disclaimer of Control Affidavit (11.28)_(116499697_1) [CONFIDENTIAL]

OCI Email Disclaimer Response to Company 12/19/24 [CONFIDENTIAL]

Disclaimer of Affiliation re Various PortCos [CONFIDENTIAL]

Exhibit A – Affiliate Listing [CONFIDENTIAL] [OBSOLETE]
Exhibit B – Velocity and AAC Combined Org Charts [CONFIDENTIAL] [OBSOLETE]
OCI Email Disclaimer Response to Company 2/4/25 [CONFIDENTIAL]

OCI Email Communication to Company 12/30/24 [CONFIDENTIAL]
CORR to Ms. Malm re_Form A Issues (01.17.2025) [CONFIDENTIAL]

Exhibit A – Understanding-Incentive-Fees [CONFIDENTIAL]
Exhibit B – IRMAA Exhibit A [CONFIDENTIAL]
Exhibit C – Final Derivative Use Plan [CONFIDENTIAL]
Exhibit C – Final Derivative Use Plan (REDLINE) [CONFIDENTIAL]

OCI Email Information Request to Company 9/25/24 [CONFIDENTIAL]
OCI Email Information Request to Company 10/2/24 [CONFIDENTIAL]
Corr to Mr. Martin re Draft Form D filings (07.22.2024) [CONFIDENTIAL]

Draft MRA Form D – Exhibit A [CONFIDENTIAL] [OBSOLETE]
MRA – Wisconsin Form D Draft (07.22.2024) [CONFIDENTIAL] [OBSOLETE]
ASA – Wisconsin Form D Draft (07.22.2024) [CONFIDENTIAL] [OBSOLETE]
Draft ASA Form D – Exhibit A [CONFIDENTIAL] [OBSOLETE]
IRMAA – Wisconsin Form D Draft (07.22.2024) [CONFIDENTIAL] [OBSOLETE]
Draft IRMAA Form D – Exhibit A [CONFIDENTIAL] [OBSOLETE]
IMA – Wisconsin Form D Draft (07.22.2024) [CONFIDENTIAL] [OBSOLETE]
Draft IMA Form D – Exhibit A [CONFIDENTIAL] [OBSOLETE]

Corr – Oaktree Response to OCI Feb. 5 Letter (02.25.2025) [CONFIDENTIAL]

Appendix A – Oaktree Portfolio Companies_4Q24 [CONFIDENTIAL] [OBSOLETE]
Appendix B – AAC Affiliate Screening Checklist [CONFIDENTIAL] [OBSOLETE]
Appendix C1 – Survey of IMA Fees [CONFIDENTIAL]
Appendix C2 – Redacted Sample IMA [CONFIDENTIAL]
Appendix D – Comparison of Projected Surplus (Applicant vs. Glide Path) [CONFIDENTIAL]
Appendix E – Target Asset Allocation [CONFIDENTIAL]
Appendix F – Revised IMA Draft [CONFIDENTIAL]
Appendix F - Revised IMA Draft – Redline [CONFIDENTIAL]
Appendix G – Final Derivative Use Plan [CONFIDENTIAL]
Appendix G – Final Derivative Use Plan – Redline [CONFIDENTIAL]
Appendix H1 – SEC Filing – Brookfield Holdings, LLC Form 10-Q
Appendix H2 – Fund_Financial_Statement_OCM12_2024_09_30 [CONFIDENTIAL]
Appendix I – Updated Three Year Projections [CONFIDENTIAL]

OCI Email Information Request to Company 1/29/25 [CONFIDENTIAL]
Aurora – Applicant Response to OCI 3.7.25 Letter (3.15.2025) [CONFIDENTIAL]

Brookfield Oaktree Holdings, LLC 10-Q June 30, 2024
Schedule Y Survey Documents [CONFIDENTIAL]

OCI Email Information Request to Company 3/20/25 [CONFIDENTIAL]
Aurora – Response to OCI 3.20 Email (04.01.2025)(32776418.3) [CONFIDENTIAL]

Brookfield Oaktree Holdings, LLC 10-K [UNDER REVIEW]
Oaktree Capital I, L.P. Consolidated Financial Statements [UNDER REVIEW]

Hearing Documents

Notice of Hearing Notification
Notice of Hearing
List of Exhibits
Recommendation Memo

Proposed Decision
Proposed Decision Notification
Proposed Decision
Waiver of Right to Object – Domestic Insurer
Waiver of Right to Object – Applicants

Final Decision
Final Decision Notification
Final Decision

Proposed Acquisition of Control of Ambac Assurance Corporation by American Acorn Corporation, and others

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