As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Charles Sebaski, Head of Investor Relations for Ambac Financial Group. Thank you, sir. You may- Thank you. Good morning, and welcome to Ambac's Strategic Update Investor Call. For those of you following along on the webcast, during prepared remarks, we'll be highlighting some slides from our investor presentation, which can be located on our website. Our call today includes forward-looking statements. The company cautions that investors, any forward-looking statements involve risks and uncertainties and is not a guarantee of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors. These factors are described under the forward-looking statements in our earnings press release and our most recent 10-Q and 10-K filings with the SEC. We do not undertake any obligation to update forward-looking statements. Also, in our prepared remarks or responses to questions, we may mention some non-GAAP financial measures. Reconciliation to those non-GAAP measures are included in our recent releases, operating supplements, and other materials available on the investor relations section of our website, ambac.com. Speaking today will be Claude LeBlanc, President and CEO of Ambac, David Trick, Chief Financial Officer of Ambac, Naveen Anand, President of Cirrata, John Cavanagh, Co-founder and Chairman of Beat. The speakers are joined by Paul Rayner, Managing Partner of Beat, and Tim Shelley, Partner of Beat. We will share prepared remarks about the transactions we announced earlier this morning, and afterwards, take questions from our analysts. If you're interested in scheduling time with management after today's call, please reach out to me and we're welcome to have a dialogue with our shareholders. With that, I would like to turn the call over to Mr. Claude LeBlanc, President and CEO of Ambac. Thanks, Chuck, and thank you all for joining us this morning. In short, this morning, we announced two transactions that together significantly advanced our strategy of transforming Ambac into a leading specialty P&C insurance platform. First, we announced that we will be selling 100% interest in AAC, our legacy financial guarantee business, to Oaktree, for proceeds of $420 million. Second, we announced an agreement to acquire a majority stake in Beat Capital Partners, a leading London-based underwriting and MGA platform, which will become part of our Cirrata insurance distribution platform. These transactions are transformational for Ambac as we position the company for future growth and value creation. In late 2020, we unveiled our specialty P&C insurance strategy, and we are pleased to meaningfully progress that strategy by both, one, enhancing our focus on our future vision through this sale, and two, achieving scale and expanded international footprint and enhanced diversification for our insurance distribution platform through this acquisition. I'll now provide some additional context on each of the two transactions and what they mean for Ambac and our shareholders. Let's start with our sale of our legacy financial guarantee business. As mentioned, we announced this morning that we signed a definitive agreement to sell our legacy financial guarantee business, Ambac Assurance Corporation and Ambac UK, to investment firm Oaktree Capital Management, or Oaktree. This transaction represents the realization of our objective to maximize the economic value of the legacy business, which has been in run-off since 2008. We believe this sale offers an optimal return on a time and risk-adjusted basis. Further, Oaktree's receipt of equity warrants in Ambac as part of this transaction is a vote of confidence in our go-forward specialty P&C strategy. This divestiture also clarifies the future of Ambac while reducing our earnings volatility and uncertainty. We are now positioned as a pure-play specialty P&C platform with a clear strategy for the future. I'm now going to turn it over to David Trick, our CFO, to discuss the terms of the transaction. David? Thanks, Claude. As Claude mentioned, this agreement involves the sale of 100% of AAC and Ambac UK to Oaktree. As a result of the sale, Ambac will receive $420 million with potential upward performance adjustments. These proceeds include 100% cash consideration and 9.9% equity warrants at $18.50 strike price. The transaction is expected to close in the fourth quarter of this year. As we've shared over the past few quarters, in exploring strategic alternatives for this business, the goal is to maximize its economic value for Ambac and our shareholders. We believe this transaction accomplishes that objective. The structure of the sale provides for material growth, capital, and financial flexibility, while materially de-risking and simplifying Ambac's profile and balance sheet. Upon the close of the sale, we expect Ambac to have an estimated pro forma first quarter book value of $857 million. The sale will eliminate nearly $1 billion of debt and reduce insured net par outstanding by $19 billion. Importantly, AFG will obtain approximately $1.3 billion of NOLs subsequent to the sale of the legacy financial guarantee business, which will be used along with the proceeds to further drive value across our specialty platform. The next slide details the pro forma financial impact of the sale. You'll notice that this transaction significantly de-levers Ambac, eliminating long-term debt and insured net par while preserving substantial book value. This is particularly compelling when combined with the potential value expansion that our acquisition of Beat brings to the table. Looking forward, we are pleased to be able to continue to execute on our long-term strategy with a materially de-risked balance sheet. I'll now turn the call back to Claude to discuss our go-forward strategy. Thanks, David. If you've been following Ambac since late 2020, you know the opportunity we see in establishing Ambac as a leading specialty P&C insurance platform. The sale of AAC is the final step in our transformation. It unencumbers our broader platform with a legal legacy strategy, legacy assets and liabilities, and offers a more efficient capital structure as we look to the future. The proceeds from this transaction will be used to drive future value across our growth areas. Going forward, AFG has a clear path to creating value, and we believe offers a compelling entry valuation point for investors. Our focus is to grow and to create scaled offering through profitable expansion. Slide 10 offers a glimpse of our future org chart, which we plan to dive deeper on in the next section of our presentation. As we part ways with our legacy business, we are simultaneously doubling down on our future, including with our transformational acquisition of Beat, which will join our Cirrata platform. Now, let's turn to the details of the Beat transaction. The acquisition of Beat solidifies our position as a partner of choice for MGAs around the world. We are thrilled to enter into a partnership with both the founders of Beat and Bain Capital, both of whom will continue to hold a material stake in the business moving forward. As we mentioned at the start of this call, one of the benefits of this acquisition is the immediate scale it offers. In 2024, Cirrata and Beat, on a pro forma basis, will deliver combined results for an estimated $155 million of revenue and $40 million of EBITDA. Importantly, our combined book will grow to over $1 billion of gross written premiums and is on track to achieve EBITDA margins in the mid- to high 20s. Beyond scale, this transaction also gives us meaningful diversification and positions us for future growth. With that, I'll turn the call back to David Trick to walk us through the terms of the transaction. Thanks, Claude. The next slide details the terms of the acquisition and sources of capital. This transaction values Beat at $460 million, and we estimate that the deal will close in the third quarter of this year. We are funding this transaction with a mix of cash, committed financing, and up to $40 million of AFG equity to Bain Capital and Beat management. In keeping with Ambac's philosophy of shareholder alignment of interest, in addition to Bain and Beat management's investment in Ambac, Beat management team will retain 20% equity in Beat, and Bain will also retain 20% equity stake in Beat. In place is a multi-year put call structure that aligns this partnership for long-term value creation. We believe this structure is extremely attractive for Ambac shareholders, who will benefit immediately from the scale and profitability that Beat adds to the Ambac ecosystem, while being exceptionally aligned with the Beat operating team and previous ownership group. We are all rowing in the same direction as we build the global MGA platform of choice. With that, I'd like to introduce John Cavanagh, Co-founder and Chairman of Beat, to offer an overview of the Beat business and share some background on the exceptional management team that he leads. Thank you, David, and it's a pleasure to be with you all today. This is an extremely exciting time for Beat. Ambac brings stable ownership to our platform. We see Ambac's well-established MGA incubation and carrier capabilities and its outstanding leadership team, who we've known for a while, as a perfect fit with our existing operations and team. I now want to take a moment to provide some more context on Beat. Beat was established in 2017, and we back leading specialty underwriters to establish their own underwriting franchises and MGAs. Since our inception, we've launched 13 MGAs, 2 Lloyd's syndicates, and a Bermuda reinsurer. We've been very successful in our partnership model, in which underwriting management hold a material interest in their business, much like the model that Ambac has built with Cirrata. Additionally, similar to Cirrata's broader offering, Beat offers a full range of shared services to its underwriting franchisees. Slide 15 on the chart illustrates the Beat ecosystem in three parts, the first of which is oversight of our agency platforms, the second of which is the underwriting management section of the business, which includes our two Lloyd's syndicates, and our Bermuda reinsurer, and the third section is our capital management platform, which manages the capital that feeds into our various underwriting transformer platforms. Beat oversees MGA franchises across 22 lines of business in London, Bermuda, and the US, all of which we own a majority stake in. Additionally, we manage portfolios of underwriters that can back Beat MGA units via Lloyd's, Bermuda, or directly. Lastly, we have established a network of long-term capital providers that provided approximately 80% of our 2023 capacity on a whole account or multi-class basis. We believe these three pillars offer our MGAs a differentiated ecosystem as they look to propel the next chapter of their growth. Additionally, we believe our greatest asset is our people. I'm pleased to lead an exceptional, proven management team with a track record of profitable growth. As Chuck mentioned at the top of the call, I'm joined by Tim Shelley and Paul Rayner, two of my partners today. We've been in discussions with Ambac for some time now, and the key takeaway we drove home in every meeting was that our firm's success starts with its culture. Beat is a talent destination within the market it operates in. We have strong, prudent underwriting standards, and we are passionate about developing our own talent. We're absolutely thrilled to join the Ambac team. We know that there's immense value that our respective franchises can unlock, and we are ready to hit the ground running. I'm also appreciative that along with my management team and our existing supporters in Bain Capital, we'll be able to participate in the company's future upside by retaining a 20% stake in the business. I will now turn back to Claude to offer more detail on the strategic rationale behind this partnership. Thanks, John. We are very excited to be partnering with the Beat team. Beat is not only a leading MGA platform, but a perfect fit for our strategic vision for the future of Ambac as a specialty P&C platform that is scaling for profitable growth. We're thrilled to have John and his team on board. During this process, I've had the opportunity to spend quite a bit of time with the Beat team, and it truly is the people and their entrepreneurial culture, which I am most excited about. Strategically, this transaction further accelerates our path towards the previously stated goal of more than $100 million of annual EBITDA. We believe it will also accelerate organic growth as Beat has an established track record of achieving growth and identifying attractive investments. This deal will scale Cirrata and most importantly, diversify our operating footprint to key international markets. Finally, we believe there will be key operational efficiencies as a result of this partnership. I do want to note that we do not anticipate any reductions in force across Cirrata or Beat. However, we do expect to achieve significant strategic and operational synergies, which will drive growth and value. I will now turn the call over to Naveen to review the combined Cirrata Beat platform. Naveen? Thank you, both. Good morning. What a terrific morning at Ambac today. Slide 18 puts a finer point on the strategic alignment between Beat and Cirrata. On a pro forma basis, we will achieve $1 billion in premium, $155 million in revenue, and EBITDA margin in the mid- to high 20s%. Cirrata and Beat both operate using a partnership model. As a reminder, Cirrata is focused on building a portfolio of specialty distribution businesses, initially targeting specialty underwriting companies, MGAs, and MGUs. Today, Cirrata and Beat offer solutions to provide top-tier underwriting and MGA management teams, the tools, resources, and investment needed to grow and achieve superior returns to create long-term value. As we integrate this partnership into our day-to-day operations, there will be key data that we will track and significant insights that we will be able to share. We can achieve far more as a combined entity with international scale. We are very excited to put these teams together. Slide 19 shows the attractive diversification that this acquisition achieves. On a combined basis, we will not have a single product line in excess of 16% of our total portfolio. We are not necessarily beholden to that maximum percentage, but more importantly, we are focused on the opportunities we have to go deeper into the areas we deem most attractive in the market. In addition, we are heavily weighted in the U.S. E&S markets, a segment of the overall P&C landscape that we believe is set to continue to growing faster than the overall market, aided by a secular shift in risk complexity. This is shown further on slide 20, in which we illustrate how this transaction will significantly grow our top line and our bottom line performance for the year ahead. We are on track to achieve nearly $200 million of combined revenue and $60 million of combined EBITDA and $31 million of EBITDA adjusted for non-controlling interest in 2025. This partnership positions Ambac for accelerated growth, increases margins, and supports the generation of mid-teens return on invested capital. Now I'll turn the call back over to Claude. Thanks, Naveen. Turning to our three-year financial targets, this partnership will accelerate our path to exceeding $100 in annual EBITDA, and it also offers a clear line of sight to $1.5 billion portfolio of premiums across more than 50 MGA programs. In 2023, we achieved $12 million of P&C EBITDA through Cirrata and are on track to delivering strong organic growth across our existing platform. Now, across both Cirrata and Beat, the two businesses on a pro forma basis, are expected to achieve $40 million in EBITDA this year. I'd like to close with the benefits that Beat brings to Cirrata and to Ambac and its shareholders. 1, it advances our specialty insurance strategy and accelerates margin expansion. 2, it furthers our shared strategic vision as a premier platform for strong underwriters for MGA formations. Three, it provides immediate scale and diversification to Cirrata while fueling future growth. Four, it aligns interest between Ambac and Beat Capital shareholders through ownership structure. Five, it presents a clear path to value creation across revenue opportunity, expense management, and capital structure. And six, it generates accretive returns in the first year with high margins and predictable cash flow generation. Looking ahead, the acquisition of a majority stake in Beat represents the future of Ambac. Cirrata is positioned as a capital-light and growth-focused insurance distribution platform. Beyond Cirrata, we continue to work towards realizing our vision of transforming Ambac for the future. The sale of our legacy financial guarantee business is also a significant milestone in that transformation. With these two significant transactions in hand, we are confident that Ambac is poised to deliver significant incremental value for our shareholders in the years to come. With that, I'd like to open the call up to our analysts for questions. Operator? Thank you. At this time, we'd like to take questions from our analysts. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. We ask that you each keep to one question and one follow-up. Thank you. One moment, please, while we pull for questions. Our first question comes from the line of Giuliano Bologna with Compass Point. Please proceed with your question. Congrats on the transaction. You know, one thing I'd be curious about, we obviously have the proceeds, and there's, you know, a note in the 10-K about, you know, a $150 million term loan. You know, it looks like your pro forma cash would be, you know, whether you use, if you use the term loan to be as high as, you know, close to $450 million pro forma for all this, and without it to be, you know, call it in the $390 million ballpark. You know, I'm curious, when you look at the long-term roadmap, you know, that obviously gives you a lot of firepower for M&A and additional acquisitions. You know, when we look at that $100 million+, you know, objectives for three years, how much of that do you think comes from organic growth versus, you know, potential future M&A? Yeah. Thanks, Giuliano, for the question. So a big portion now with, you know, our existing Cirrata platform, Everspan, and the Beat platform, at this point forward, with those three combined, a significant portion of that $100 million over the next three years will come from organic growth. I think some of the numbers estimates we put out there, just in regard to this transaction alone, as you know, headline EBITDA is $24-$25 million for Cirrata alone, going up close to, you know, 40% or so. As you know, Everspan's been on track with three quarters now of continuous earnings and earnings growth. So, organically, we are very optimistic about a large portion of our objectives coming from just the, you know, the platform at this point that we've built at this point going forward. In terms of acquisitions and use of liquidity on the balance sheet, certainly we're seeing a tremendous pipeline of opportunities in the marketplace to further build from a strategic standpoint and add additional acquisitions to the platform. And so I would say that, you know, we're optimistic both about the organic growth profile as well as the strategic opportunities. And now this additional synergies I would say that we can bring to additional acquisitions in the future with the combined firepower with Cirrata and and Beat and the you know the operational and strategic benefits of those two combined platforms. That's very helpful. One thing I was curious about, in the presentation, there's a note about, you know, the 2024 pro forma EBITDA estimate for the of, you know, $27 million. Is that based on the 100% interest, or is that based on the AFG 60% interest? Yeah, that, that's based on 100% interest. And, as you, you know, we are, based on our comments, you know, we're not closing on the transaction for a few months, so that certainly adjusts for the fact that you only have partial, partial year results in 2024. So, you know, I, I like to think about and look at 2025, you know, as more-- a better, you know, profile where, you know, gross EBITDA, as we said in the-- in our prepared comments, was, is about $60 million, and after minority interest, you know, looking north of, north of $30 million. And that's, yeah- When I look at slide 20, there's the kind of Cirrata core, you know, you know, 100% ownership, so $60 million, then it switch over to the AFG interest, and it's $13 million for just kind of core Cirrata. Then the total for both Cirrata and pro forma is $58 million, and that kind of implies, you know, $42 million of gross EBITDA for Beat in 2025. Yeah, my math on 60% is, you know, $25.2 million. Is that a rough sense of where you think it'll be, $25.2 million on the 60% in 2025? Just 'cause when you look at that chart over to the AFG interest, it looks like only $31 million total. But if it was 25, you know, it should be, you know, in the higher 30s, close to 40. I'm just making sure I'm reading those numbers correctly. Um. It is the slide 20. It's Cirrata and Beat. It excludes the Everspan, which is part of the overall P&C numbers that we shared earlier. Not sure if that's where the difference you're looking at. Yeah. I think actually your, the reconciliation, well, you know, we can take that offline. As I said, we're looking at a pro forma basis of about $60 million. You have to consider, of course, the pro forma EBITDA interest of the existing business as well, where we own, you know, on average, 82.5% or so, the EBITDA of the existing Cirrata platforms. Yeah, the fact that factor that into the reconciliation. Got it. That makes sense. And then, you know, when I think about the sale of the AAC platform, there's obviously a fair amount of operating expenses at the AAC level. I'm curious if are there any expenses that, you know, should be retained by Ambac from the AAC level at post-close, and along the same note, or should we assume that it all goes away? And then, you know, on a related topic, I'm curious if there's any expense saving opportunities outside of AAC post-close. Yeah. So with the sale of, sale of the business, there will be a, you know, significant amount of employees that will be involved in that transaction. We obviously haven't disclosed those details at this point, but it creates, of course, opportunities for, you know, expense reductions, given the, you know, the cost of running that regulatory, the heavily regulated, capital-intensive business. So of course, you know, what will be happening going forward with the, you know, the capital light platform is a more, certainly a more streamlined operating platform, with AFG as a, a corporate entity being much more streamlined, and overseeing the, you know, 22 degree Beat platform from a operational standpoint. So, working through a lot of the, you know, the moving pieces and details of that. As you know, the legacy business was very integrated with Ambac over the years and, you know, we're making some, you know, decisions about how to move certain pieces apart. And, you know, that process has begun. That's going to be a, you know, significant lift. And, you know, as we move through the process of closing on the transaction, we'll have, you know, more information with for you and shareholders about what the profile of the platform will be looking like further into the future. And Giuliano, I'd just like to add that a number of the people will be going with AAC and AUK. The Oaktree purchase involves a large number of people and costs moving over with Oaktree. Just to clarify that point, we are also not expecting any headcount reductions specifically related to the Oaktree transaction. And, you know, that is the plan that Oaktree has in terms of how it wishes to manage the AAC and AUK businesses going forward. That's helpful. And one thing I just wanted to make sure I was thinking about correctly. On the $100 million EBITDA target that you mentioned, is that kind of gross EBITDA or is that, you know, net to Ambac? And then, you know, related to that, does that include contribution from Everspan or not? That's gross EBITDA. Got it. That's helpful. I appreciate it. Thanks for the time. Congrats on the deal, and I will jump back in the queue. Thanks, Giuliano. Thank you. Ladies and gentlemen, as a reminder, if you'd like to join the question queue, please press star one on your telephone keypad. We'll pause another moment to allow for any other questions. Can you dial in again? We killed him last time.