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): August 12, 2010
PRIMUS GUARANTY, LTD.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Bermuda
|
|
001-32307
|
|
98-0402357 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
Clarendon House 2 Church Street
Hamilton HM 11, Bermuda
|
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: 441-296-0519
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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
(a) On August 12, 2010, Primus Guaranty, Ltd. (the Registrant) issued a press release announcing
operating results for the quarter ended June 30, 2010 as well as
a letter to shareholders discussing the Registrants
performance, key strategic developments and other issues. A copy of the press release is furnished as
Exhibit 99.1 and a copy of the shareholder letter is furnished
as Exhibit 99.2 to this Current Report. These exhibits shall not be deemed to be filed for purposes
of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference in any filing by the Registrant under the U.S. Securities Act of 1933, as
amended.
Statements
in the press release and the letter referred to above that are not historical facts are forward-looking
and based on managements projections, assumptions and estimates; actual results may vary
materially. Forward-looking statements are subject to certain risks and uncertainties, which may
change over time and which include but are not limited to: fluctuations in the economic, credit,
interest rate or foreign currency environment in the United States and abroad; the level of
activity within the national and international credit and capital markets; the level of activity in
the leveraged loan, leveraged buyout and private equity markets; competitive conditions and pricing
levels; changes in ratings agency requirements or methodology; counterparty limits and risks;
legislative and regulatory developments, including changes in accounting principles; technological
developments; changes in tax laws; changes in national or international political or economic
conditions, including any terrorist attacks; successful implementation of the Registrants 2010
Business Outlook and Strategies and its ability to build upon the CypressTree Investment Management
acquisition and manage its collateralized loan obligations and other products; the Registrants
ability to attract third-party capital to Primus Asset Managements managed funds and its asset
management business generally; the effects of implementation of new or revised accounting
pronouncements and uncertainties that have not been identified at this time. Further factors
concerning financial risks and results are contained in the Registrants Annual Report on Form 10-K
and other reports filed with the U.S. Securities and Exchange Commission. Such statements are made
pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of
1995 and identify important risk factors that could cause the Registrants actual results to differ
materially from those expressed in any projected, estimated or forward-looking statements relating
to the Registrant.
Consequently,
all of the forward-looking statements made in the press release and
the letter referred to above are
qualified by these cautionary statements, and there can be no assurance that the actual results or
developments anticipated by the Registrant will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on, the Registrant or its business or
operations. The Registrant assumes no obligation to, and does not undertake to, update publicly any
such forward-looking statements.
2