ARMONK, N.Y.--(BUSINESS WIRE)--
MBIA Inc. ("the Company") (NYSE: MBI), the holding company for
MBIA Insurance Corporation, today announced that it has entered into a
definitive agreement with Warburg Pincus, the global private equity
firm, which will commit to invest up to $1 billion in MBIA through a
direct purchase of MBIA common stock and a backstop for a shareholder
rights offering.
MBIA said the investment will, among other things, increase MBIA's
already substantial capital and claims-paying resources and enable
MBIA to grow its business profitably at a time when market conditions
present it with attractive opportunities.
Under the agreement, Warburg Pincus will make an initial
investment of $500 million in MBIA through the acquisition of 16.1
million shares of MBIA common stock at a price of $31.00 per share,
which represents a 3 percent premium to the $30.00 a share closing
price of MBIA common stock on the New York Stock Exchange on Friday,
December 7, 2007. Subsequent to its initial common stock purchase,
Warburg Pincus will backstop a shareholder rights offering of up to
$500 million that the Company expects to undertake during the first
quarter of 2008. In connection with its investment and backstop
commitment, Warburg will receive warrants to purchase 8.7 million
shares of MBIA common stock at a price of $40 per share and "B"
warrants, which, upon obtaining certain approvals, will become
exercisable to purchase 7.4 million shares of common stock at a price
of $40 per share. The term of the warrants is seven years. In
addition, all of the securities purchased by Warburg Pincus are
subject to significant transfer restrictions for a minimum of one year
and up to three years.
The Company's senior management team has also committed to invest
a total $2 million in the Company's common stock at the same price as
Warburg.
"We believe this investment in our common stock by Warburg Pincus,
one of the most respected and successful private equity firms, is a
validation of the strength and integrity of our business," said Gary
Dunton, MBIA's Chairman and Chief Executive Officer.
"As we have stated previously, we have been evaluating various
alternatives to further strengthen our capital position, particularly
in light of the rating agencies' pending reviews of residential
mortgage-backed securities and collateralized debt obligations
transactions that we have insured. We believe this investment by
Warburg Pincus represents an ideal outcome as it not only provides
additional capital, but also allows us to join forces with a
growth-oriented, long-term investor that understands the business
model and shares our vision for growing our business profitably," he
said.
Mr. Dunton added that the Company continues to have available
additional capital management options including reinsurance, issuance
of debt and the issuance of hybrid securities.
David A. Coulter, a Warburg Pincus managing director who leads the
firm's Financial Services investment activities, commented, "We always
look for unique opportunities to invest in differentiated franchises
with talented management teams. MBIA is well positioned at this
juncture to drive the business forward. The Company's high quality and
liquid investment portfolio and the 'pay-as-you-go' nature of its
insurance liabilities give it a strong liquidity profile. Our
investment further solidifies MBIA's capital strength to enable the
Company to withstand, but more importantly, take advantage of, the
current volatile credit environment. "
Kewsong Lee, a Warburg Pincus managing director and member of the
firm's Executive Management Group, added, "We are pleased to have the
opportunity to partner with MBIA to build the Company and drive
shareholder value over the long term. As the market leader, MBIA has
built an impressive embedded book of business which will provide a
significant and stable revenue stream moving forward, even before new
growth opportunities that we believe are attractive. We look forward
to working with Gary, his management team, and the Board to support
the Company's business plan moving forward."
As part of the agreement, MBIA's Board size will increase by two
members to a new total of thirteen, with Warburg Pincus having the
right to nominate two directors.
The transaction is subject to Hart-Scott-Rodino approval, as well
as the approvals of the various regulatory authorities (including
insurance approvals in New York, Illinois, the United Kingdom, and
France).
MBIA also announced that as a result of continued deterioration in
the performance of residential mortgage-backed securities, in
particular, prime home equity lines of credit and closed-end second
mortgage-backed securities the Company currently estimates that it
will establish case basis loss reserves of between $500 million and
$800 million in the fourth quarter related to those exposures. The
Company's case basis loss reserves reflect the Company's estimate of
probable and estimable losses. Since the expected increase in case
basis loss reserves substantially exceeds its unallocated loss
reserve, the Company expects the after-tax effect of the establishment
of such reserves to reduce its net income for the fourth quarter. The
final amount of such case basis loss reserves will not be determined
until the end of the fourth quarter and could differ materially from
the estimates set forth above.
In addition, in the fourth quarter of 2007, the Company has
observed a further widening of market spreads and credit ratings
downgrades of collateral underlying certain MBIA-insured CDO tranches.
As of October 31, 2007, the pre-tax change in fair value of insured
derivatives ("mark-to-market") from September 30, 2007 was
approximately $850 million. As a consequence of continued spread
volatility, including a substantial widening in commercial
mortgage-backed security spreads and the deterioration of credit
ratings in collateral underlying multi-sector collateralized debt
obligations (CDOs), the Company expects to have a mark-to-market loss
in the fourth quarter of 2007 significantly greater than that of the
third quarter. The ultimate mark-to-market for the fourth quarter will
depend on future market developments.
The Company believes that mark-to-market losses are not predictive
of future claims, and that in the absence of claims, the cumulative
marks will net to zero over the remaining life of the bonds insured.
The Company has not paid losses on any of the marked transactions. The
mark-to-market also does not affect rating agency evaluations of the
Company's capital adequacy.
Conference Call
The Company will schedule a conference call on Friday, December
14, 2007 for investors to discuss its capital position. The call will
be scheduled upon the completion of the outstanding rating agencies'
reviews.
This news release contains forward-looking statements. Important
factors such as general market conditions and the competitive
environment could cause actual results to differ materially from those
projected in these forward-looking statements. The Company undertakes
no obligation to revise or update any forward-looking statements to
reflect changes in events or expectations.
About MBIA
MBIA Inc., through its subsidiaries, is a leading financial
guarantor and provider of specialized financial services. MBIA's
innovative and cost-effective products and services meet the credit
enhancement, financial and investment needs of its public and private
sector clients, domestically and internationally. MBIA Inc.'s
principal operating subsidiary, MBIA Insurance Corporation, has a
financial strength rating of Triple-A from Moody's Investors Service,
Standard & Poor's Ratings Services, Fitch Ratings, and Rating and
Investment Information, Inc. MBIA has offices in London, Madrid,
Mexico City, Milan, New York, Paris, San Francisco, Sydney and Tokyo.
Please visit MBIA's Web site at mbia.com.
About Warburg Pincus
Warburg Pincus has been a leading private equity investor since
1971. The firm currently has more than $20 billion of assets under
management with an additional $10 billion available for investment.
Warburg Pincus invests in a range of sectors including financial
services, consumer and retail, industrial, business services,
healthcare, energy, real estate and technology, media and
telecommunications. Warburg Pincus has raised 12 private equity
investment funds which have invested more than $27 billion in
approximately 585 companies in 30 countries. The firm has invested
more than $2.7 billion in financial services companies, including
investments in Arch Capital, DIME Bancorp., Mellon Financial,
Renaissance Re, Metavante and Aeolus Re. Also among the firm's current
and past investments are: The Neiman Marcus Group, Aramark, NeuStar,
TransDigm, Knoll, BEA Systems, Targa Resources and WNS Global
Services. Warburg Pincus has offices in Beijing, Frankfurt, Hong Kong,
London, San Francisco, Mumbai, New York, Shanghai and Tokyo. For more
information, please visit www.warburgpincus.com.
Source: MBIA Inc.
Contact: Warburg Pincus:
Julie Johnson Staples, +1-212-878-9325
or
MBIA, Media:
Willard Hill, +1-914-765-3860
Elizabeth James, +1-914-765-3889
or
MBIA, Investor Relations:
Greg Diamond, +1-914-765-3190