March 24, 2020
Hamilton, Bermuda - The Liquidator’s team have been coordinating with the tax advisers, in order to file the tax return for period ended 31 December 2019. The PFIC statements are now publicly available.
PRIMUS GUARANTY, LTD
January 9, 2020
Notice is given that Primus Guaranty, Ltd. (In Members’ Voluntary Liquidation) (“the Company”), hereby declares a first and final distribution to the shareholders of the Company, effective on 24 December 2019. This proposed first and final distribution is at the rate of US$0.149 or 14.9 cents per share amounting to a total distribution of US$3,177,602.03 less bank charges.
In light of the recent change in Bermuda legislation regarding Anti-Money Laundering and Anti-Terrorist Financing (AML/ATF) laws, service providers are now required to obtain due diligence information and documentation. Therefore, all shareholders are required to complete the information in the information questionnaire and send it back to the Liquidator at CBCBMRestructuring@deloitte.com. For shareholders who own more than 10% of total shares (or 2,132,619 shares) in the Company, you are required to submit additional documents to the Liquidator. Please refer to the information questionnaire for more information.
Kindly be advised that the offer expiration date is March 10, 2020 at 6:00PM (ADT) / 5:00 PM (EST).
Note: Any unclaimed distributions to shareholders who holds shares through the Depository Trust Company will be transferred back to the Liquidator after the expiration date of March 10, 2020.
Should you have any further queries on the above, please do not hesitate to contact us at CBCBMRestructuring@deloitte.com.
Rachelle Frisby
Power of attorney for Mark W.R. Smith, Liquidator of Primus Guaranty, Ltd.
December 3, 2019
Since the last update on 4 October 2019, the Liquidators’ team have completed the following items highlighted in previous updates:
With reference to item no. (ii) in the previous update - to assess whether a distribution from the Company to shareholders is a return of capital or dividend; Deloitte’s tax team will need to complete an Earnings &; Profits ('E&P') analysis from inception to date.
It is important to determine the E&P for several reasons:
The E&P analysis would provide comfort to the shareholders and the entity on the correct treatment of distributions for corporate/individual tax returns.
The Liquidators received a cost estimate for an E&P analysis of approximately $35,000 to $50,000, and a time frame of approximately 1-1.5 months to complete.
As such, the Liquidator would like to invite all shareholders to vote for or against completion of the E&P analysis. If 50% or more of the total of all votes received agree to complete the E&P analysis, the Liquidators will proceed to instruct Deloitte’s tax team to carry out the analysis and will provide an update to all shareholders in due course.
If an E&P analysis is not carried out, the shareholders of PGL will be responsible for determining the treatment of distributions on their tax returns, the liquidators will not be responsible for any tax implications raised by state and/or federal tax regulators on any audits performed on the shareholder.
We should be grateful if you could submit your vote in writing to CBCBMrestructuring@ deloitte.com within the next 14 days.
October 4, 2019
The Liquidators’ team are in the process of:
The liquidators’ team is targeting to complete processes (i) to (iii) above before 30 November 2019.
Note that the Liquidators have not received a response from investors on the claim against the Foreign Exchange Anti-Trust Settlement, as mentioned in the Shareholder Update of 2 April 2019.
April 2, 2019
The Liquidator’s team have been coordinating with the tax advisers, in order to file the tax return for period ended 31 December 2018. The PFIC statements are now publicly available.
Creditors will recall that PFP has a claim ag ainst the Foreign Exchange Anti-Trust Settlement (the “FX Settlement” or “Settlement”) and we were advised that PFP’s claim remains under review by the claim administrator. On further investigation by the Liquidator’s team and based on t he discussion with the claim administrator, the burden of proof to provide information on the claim falls on PFP. The Liquidator’s team has performed a review of the documentation and discussed the position with former directors of PFP o n the quality and quantum of the documents to substantiate the claim. Giving due regard to the time it would takes to process the claim and the likely recovery to be received from the Settlement, the Liquidator is of the opinion that the cost of pursuing such a claim would outweigh any benefit to the investors. Accordingly, the Liquidator has formed the view to not continue pursuing this claim and proceed to a first and final dividend distribution to the investors.
Should any investors wish to compel or fund the Liquidator to continue the pursuance of the Settlement, we should be grateful if you could put this in writing to CBCBMrestructuring@ deloitte.com within the next 30 days.
In line w ith previous publications, there will be a first and final Liquidatior’s distribution of more than 10 cents per share to be declared. The exact quantum of the total distribution will be disclosed directly to shareholders in early course.
June 22, 2018
Since the update on 16 May 2018, the Liquidator has been cooperating with Citibank New York (“Citibank” or the “Bank”) who holds the cash accounts for Primus Asset Management, Inc. (“PAM”) and Primus Financial Products, LLC (“PFP”). Citibank is currently carrying out customer due diligence reviews (or CDD/Know Your Client (or KYC) processes) over certain of the PGL subsidiaries’ cash accounts. Based on its review, Citibank has required the Liquidator to provide KYC information and details regarding the Primus organization and certain of its underlying members and investors. Cooperation with the Bank is of paramount importance for the Liquidator to ensure continued access to and control of the PGL subsidiaries’ cash accounts for the ultimate benefit of PGL and its members and investors. Certain KYC/CDD information will have to be obtained from certain members/investors directly, and so the Liquidator will be reaching out to certain investors/members for such information. Once CDD/KYC requirements have been completely addressed by the Liquidator to the satisfaction of Citibank, the Liquidator’s team will move to coordinate with service providers in Delaware to close Primus Asset Management, Inc. (“PAM”) by voluntary winding up under Delaware law, subject to obtaining final tax clearance from local/state and federal tax authorities. Unfortunately, the Liquidator is unable to determine an estimated timeline at this stage regarding the distribution of the 10-cents per share interim dividend (which has been mentioned in the previous update) until Citibank is satisfied that its CDD/KYC requirements for PGL are completed and have been fully complied with.
Regarding the status of Primus Financial Products, LLC’s (“PFP”) claim from the Foreign Exchange Anti-Trust Settlement (the “FX Settlement” or “Settlement”), based on an update in the FX Settlement website1, a Final Approval Hearing was held at 4:00 p.m. on May 23, 2018 at the United States District Court for the Southern District of New York. The Court ordered class counsel to submit additional data with respect to class participation in the settlements and other additional information by July 11, 2018. In the meantime, the Liquidator continues to follow up the status of PFP’s claim with the Claims Administrator. As of to date, we were advised that PFP’s claim remains under review. The Liquidator has been advised that once the claim is reviewed, the Liquidator will be alerted for any deficiencies and will be afforded thirty (30) days to provide any further data to validate the claim. The Claims Administrator advised that it may take a significant amount of time to fully process all claim forms. If PFP’s claim has been found to be in good standing, however, the Liquidator will then receive a Claim Assessment Notification (CAN) which will outline the calculation and quantum of PFP’s entitlement to the FX Settlement. The Claims Administrator had not provided the Liquidator any timeframe as to when the claims review will be concluded and when PFP’s CAN will be released. The Liquidator will provide further updates as soon as news are received and as soon as other matters unfold in the FX Settlement.
1 More information about the Settlement is at www.fxantitrustsettlement.com.May 16, 2018
16 May 2018 -- Hamilton, Bermuda -- Since the last update released on 5 January 2018, the sale of the remaining CLO note in Primus Asset Management, Inc. (PAM) has been finalized, and the proceeds of sale were received on 26 April 2018. The Liquidator has been coordinating with service providers in Delaware to close PAM by voluntary winding up under Delaware law. Subject to obtaining final tax clearance for PAM, the Liquidator estimates that the timeframe to complete the liquidation of PAM from commencement to dissolution will approximately take one month. The PGL liquidation will thereafter receive PAM funds in the form of a final dividend and will then make an interim distribution to PGL shareholders. Whilst the Liquidator does not anticipate to receive any claims by creditors against PAM, a creditor claim may impede the timing of the distribution of PAM funds to PGL, and eventually, of the interim distribution to PGL shareholders. Based on funds held on PAM, the Liquidator is initially considering an interim dividend to be distributed at 10 cents per share.
On 9 March 2018, the Liquidator submitted the Claim Form of Primus Financial Products (PFP) (“Claim Form”) to the Settlement Administrator (the “Administrator”) of the Foreign Exchange Anti-Trust Settlement (the the “FX Settlement”). The Claim Form presented two (2) options in claiming under the Settlement, i.e., Option 1 (Estimated Claim option) and Option 2 (Documented Claim option). Under Option 1, the Administrator will estimate eligible transaction volume based on data submitted by Settling Defendants; Option 1 further applies to over-the-counter foreign exchange (“OTC FX”) transactions with any of the Settling Defendants. Under Option 2, data must be submitted by claimants to claim eligible transactions using an Administrator-approved electronic data template; thereafter, the Administrator will estimate the claimant’s eligible transaction volume using the data received. Option 2 applies to exchange-traded transactions (such as futures/options). As PFP transacted OTC FX periodically with one of the Settling Defendants from 2009 based on an inquiry with a former officer in PFP, the Claim Form was submitted under Option 1. As Option 1 provides for the Administrator to estimate PFP’s eligible transaction volume based on data by the Settling Defendants, the amount of PFP’s claim is unknown/uncertain at this time. (See also further below regarding Claims Assessment Notifications.) Given the huge volume of FX transacted each day relative to the amount of OTC FX transactions PFP undertook with one Settling Defendant, PFP’s entitlement to the Settlement, if any, may not be significant. The Fairness Hearing on the Settlement remains as originally scheduled on 23 May 2018 in which the District Court of the Southern District of New York will decide whether to approve the Settlement, to approve the plan of distribution and requests for fees and litigation costs in connection with the Settlement. The Liquidator is unable to provide an estimated timeline for the conclusion on this matter as some variables remain uncertain, including the time for the Court to hand down its decision after the Fairness Hearing, whether or not that decision will be appealed, and any appeals put forward against the decision made by the Administrator on any of the claims. Because of its adjustments to the original deadlines, the Administrator has moved the dissemination of Claim Assessment Notifications (“CAN”)1 to respective Claimants to 31 May 2018. Once available, the Liquidator will review the decision of the Claims Administrator and may take appropriate action under the circumstances. We will revert to shareholders with a further update once the Court has handed down its decision after the Fairness Hearing and as soon as the Administrator’s position regarding PFP’s claim on the Settlement becomes clear.
1 The CAN will contain PFP eligible participation amount and the basis for the Administrator’s calculations of the same. More information about the Settlement is at www.fxantitrustsettlement.com.
Jan 5, 2018
April 12, 2018
Primus Guaranty, Ltd. has posted the 2017 PFIC tax statement to its web site. The statement can be found under the "Tax" tab.
PRIMUS GUARANTY, LTD
Jan 5, 2018
Since the last update released on 1 November 2017, the Liquidator has been working persistently with the CLO purchaser to finalise the sale of the remaining CLO note, which currently resides in Primus Asset Management Inc. (“PAM”). In the early and towards the middle stages of the closing process, there was reluctance from the CLO purchaser to disclose certain confidential information which were necessary for the completion and execution of the sale agreement; some of which relates to due diligence (or KYC) documentation required under Bermuda law and other specific matters relating to the CLO note. After several meetings and discussions with the CLO purchaser and the CLO trustee, all parties (i.e., the CLO purchaser, the CLO trustee and transfer agent, and PAM) have now reached agreement in principle to push the sale forward and are ready to finalise and execute the necessary paperwork to effect the transfer of the note. The aim of all parties is to bring the CLO sale and purchase matter to a close within the next two weeks. Once the sale of the CLO is closed and sale proceeds are received, PGL (sole shareholder) will commence the voluntary winding up of PAM pursuant to Delaware law. Subject to confirmation with a Delaware solicitor/practitioner, the Liquidator initially estimates that the timeframe to complete the liquidation of PAM from commencement to dissolution will approximately take two months; this is mainly due to statutory notice requirements required under Delaware law. Once the voluntary winding up of PAM is completed, the Liquidator intends to make an interim distribution to PGL shareholders based on the funds received from the PAM liquidation in April 2018. Whilst the Liquidator does not anticipate to receive any claims by creditors against PAM, a creditor claim may impede the timing of the distribution of PAM funds to PGL, and subsequently, of the interim distribution to PGL shareholders.
On 20 November 2017, the Liquidator received Notice regarding the Foreign Exchange Antitrust Litigation Case No. 13-cv-7789-LGS (the “Action”), whose proceedings are currently being heard in the US District Court for the Southern District of New York (the “Court”). The Action is a class action lawsuit brought by the Class Plaintiffs against the Defendants who have allegedly conspired to fix prices in the FX market in violation of Sections 1 and 3 of the Sherman Antitrust Act, 15 U.S.C. §§1, 3, and have allegedly manipulated the FX market in violation of the Commodity Exchange Act, 7 U.S.C. §§1, et seq. through a number of different means for FX instruments trades between 1 January 2003 and 15 December 2015. It is alleged that, as a result of this conduct, members of the Settlement Classes paid supra-competitive prices for FX transactions. The Settling Defendants (which consist of 15 banks and financial institutions) have agreed to pay a total of $2,310,275,000 (the “Settlement”), which the Claims Administrator anticipates will be no less than $1,894,425,500 after Court-approved costs, fees and expenses. According to the Notice, Primus Financial Products, LLC (“PFP”) may be a member of one of the Settlement Classes. In order to be eligible to participate in the Settlement, however, a valid claim form must be filed and accepted by the Claims Administrator on or before March 22, 2018. Thereafter, the Court will hold a Fairness Hearing on 23 May 2018 to decide whether or not to approve the Settlements and Plan of Distribution; accordingly, there may be appeals afterwards which can potentially take some time to conclude. As the claims submission process has just begun, the Claims Administrator is unable to advise on the likelihood of any appeals until the Fairness Hearing has concluded. In the interim between 22 March and 23 May, the Claims Administrator will begin disseminating Claim Assessment Notifications to respective Claimants, which will contain PFP’s eligible participation amount and the basis for the Claims Administrator’s calculations of the same.1 The Liquidator will, of course, review the decision of the Claims Administrator and may take appropriate action under the circumstances. Whilst the Liquidator is working to submit PFP’s formal settlement claim on the matter by deadline date, he is also assessing any potential costs that may be incurred mainly in gathering FX trading data from Primus’ source systems and in gathering source documentation in support of PFPs claim which may be required from him by the Claims Administrator. The Liquidator will provide further updates on the Settlement claim to PGL shareholders as soon as more information becomes available from the Claims Administrator.
More information about the Settlement is available at fxantitrustsettlement.com
Nov 1, 2017
The Liquidator is still in the process of closing the sale of the CLO note. (See PDF below providing brief background on the sale of the CLO). Whilst the Liquidator has performed the requisite onboarding process on the CLO purchaser, the Liquidator had to comply with the purchasers extensive onboarding process, which attributed to the delay in moving the sale forward. The Liquidator will continue to work with the purchaser to progress the sale further and eventually close the same hopefully within this month.
The remaining company inventory in the storage facility in New York, on the other hand, has been deemed to have nominal value and that it would cost the Company more to sell the items than the value that may be recovered from them. The Liquidator is working to have the inventory items securely discarded. Books and records of the Company retrieved onsite, however, will need to be maintained for a specified period pursuant to Bermuda law.
The Liquidator estimates that the revised timeline for closing the CLO purchase will likely be on or before the end of November. The Liquidator estimates that he will be in a position to call for the final meeting of shareholders between December this year and early January next year, and to make the final distribution to shareholders by the middle of January after statutory requirements, subsequent to the final meeting, are met.
July 28, 2017
The Liquidator confirms that the second and final distribution from the CDS Class Action Settlement has been received last 21 July 2017, which totaled to about $17,000. Regarding the sale of the CLO note, the Liquidator has since found another interested purchaser and is now finalizing the documents for the sale and transfer of the CLO note investment to the purchaser of the note security. As the CLO note is a US restricted subordinated note and as the transfer would also involve the CLO trustee, the Liquidator estimates that it may take about 3 weeks to be able to fully close the sale and finalise the transfer. The Liquidator is also arranging to dispose of inventory (mostly office-related) remaining at a storage facility in New York. Once the transfer is complete and the inventory has been sorted out, the Liquidator will then immediately move to dissolve the two Primus subsidiaries at the same time in the states of Delaware and New York, and then call for a final general meeting for Primus Guaranty Ltd., which the Liquidator anticipates will be held in October. Based on the above, the Liquidator estimates that the final distribution to shareholders will likely be made sometime between the end of October and early November.
[Note: The Liquidator’s latest unaudited financials for 2016 can be found in the Financial Reporting section. As they are unaudited, the financials may not conform with GAAP requirements.]
May 18, 2017
Contingent upon the following, the Liquidator estimates that the issuance of a final distribution and the dissolution of Primus Guaranty, Ltd. (PGL) will be by end of September. Currently, matters pending in PGL’s liquidation are as follows— (a) Regarding the CDS Antitrust Settlement matter, the award payments of $106,798.10 and $124,893.46 have been received since the 9 January press release. The Settlement’s website indicates, however, that the possibility of a second payout may occur in the second quarter of 2017, which the Liquidator reckons could be by end of June. (b) The Liquidator and his team are still working to dispose of Primus Asset Management’s (PAM) position on its CLO investment. Unfortunately, after several exchanges of correspondence, the entity who initially had indicated interest in purchasing the investment did not come through with a formal offer. Since that time, the Liquidator and his team have been coordinating with the manager of the CLO to find another qualified institutional buyer (QIB) and/or to explore the possibility if the CLO would itself be willing to purchase PAM’s position. The Liquidator is aiming to have the CLO investment disposed of by the time the second payout from the CDS Settlement is released, which is anticipated to be by the end of June as mentioned. (c) Should the above materialize, the Liquidator could thereafter commence the dissolution of PGL’s subs (i.e., PAM and Primus Financial Products LLP) in July in the States of New York and Delaware, wherein each will entail final tax reporting with the IRS. Subject to both of the States’ statutory processes and timelines re the entities’ dissolution, the Liquidator estimates a final distribution to shareholders by end of September.
April 11, 2017
Primus Guaranty, Ltd. has posted the 2016 PFIC tax statement to its web site. The statement can be found under the "Tax" tab.
PRIMUS GUARANTY, LTD
Jan 9, 2017
The Liquidator of Primus Guaranty, Ltd. (the “Company”) has received notice dated December 29, 2016 from the Administrator of the Credit Default Swaps (CDS) Antitrust Settlement (the “Settlement”) that the Company’s subsidiaries, Primus Financial Products LLC and PFP Eagle LLC (the “Subsidiaries”), have been awarded pro rata payments from the Settlement in the amounts of $106,798.10 and $124,893.46, respectively, pursuant to the Plan of Distribution In Re Credit Default Swaps Antitrust Litigation Settlements (Case No. 13-MD-2476-DLC) which was approved by the United States District Court for the Southern District of New York on April 18, 2016. Whilst the Administrator disclosed that payments were made to all eligible Class Members on December 28, 2016, the funds are yet to be received as of the date of this press release. The payments are approximately 10.21% of each of Primus Financial Products LLC and PFP Eagle LLC’s claims.
Based on information from the Settlement’s website at www.cdsantitrustsettlement.com, the total amount for this distribution was $1.48-billion and that a portion of the funds was set aside as a reserve to cover Class Member appeals in the challenge process; the amount of the reserve was $120-million plus interest earned on the Settlement funds. The notice disclosed that the Subsidiaries will be entitled to a payment from such reserve, which will likely be made in the second quarter of 2017, if funds are available after all remaining appeals are resolved. If the entire $120-million will be distributed, the Liquidator anticipates that the second and final distribution to the Subsidiaries will be no more than approximately $18,000 in total. The Liquidator will continue to coordinate with the Administrator of the Settlement regarding the impending receipt of the award payments as well as its prospects of a second and final distribution.
March 31, 2016
Primus Guaranty, Ltd. has posted the 2015 PFIC tax statement to its web site. The statement can be found under the "Tax" tab.
PRIMUS GUARANTY, LTD