If anyone was thinking about buying Ambac Financial Group Inc., the process just got harder.
The New York-based bond insurer unveiled a program on Wednesday ensuring it will not lose tax credits if anyone buys too much of its stock.
The company has certain tax benefits it would lose if it undergoes an “ownership change.” It implemented a program designed to prevent an unapproved ownership change.
This basically means it would be next to impossible to take over Ambac — or even accumulate a major position in Ambac — without the board’s approval.
Some background: companies that lose money normally gain tax breaks for when they earn money in a future period.
President Obama last year approved legislation allowing companies to apply losses for a longer period of time, essentially granting bigger tax breaks for companies that lost money in the financial crisis.
Ambac lost almost $8.9 billion total in 2007 and 2008.
The hitch is that Ambac cannot use the tax break until it is paying taxes again, which would not happen until it is profitable.
In the meantime, certain things can go wrong that would cause Ambac to surrender the tax credits it has earned.
One of these things is a change in ownership — technically defined as a majority of the company’s stock in aggregate owned by shareholders who each individually own more than 5% of the company’s stock.
With Ambac’s stock at 70 cents, this could happen by accident. Buying 5% of the company would only cost $10 million.
Ambac has $4.5 billion in losses it can use to reduce taxable income if the company becomes profitable again.
To protect this potential benefit, the company enacted a plan that will make buying 5% of the company’s stock unpalatable.
Here is how the plan will work: every stockholder will get a free option to buy a thousandth of a preferred share for $5.
The preferred share will not have any extraordinary value — unless someone buys 4.9% of Ambac’s stock.
If that happens, the preferred shares can be converted into Ambac stock at a hefty discount. Everyone except the person who bought 4.9% of the stock would gain the right to buy shares on the cheap.
That would dilute the stock and turn accumulating a big position in Ambac into a gigantic waste of money.
That in turn would prevent a change in ownership from triggering the loss of the tax break.
Ambac insists the only purpose of the plan is to protect its tax asset, not to thwart a buyout of the company.
“This rights plan has been structured and approved by the board solely to protect all shareholders from the possibility of losing an important and valuable asset of the company,” chief financial officer David Trick said in a statement. “It has a limited life and is not intended for defensive or anti-takeover purposes.”
The board has the right to exempt a change in ownership from detonating the provision, meaning anyone trying to buy the company could still proceed with permission from the board.