ARMONK, N.Y.--(BUSINESS WIRE)--
MBIA Inc. (the “Company” or “MBIA”) (NYSE: MBI) announced today that it
has commenced a consent solicitation relating to the Indentures
governing its 6.40% Senior Notes due 2022, 7.00% Debentures due 2025,
7.15% Debentures due 2027, 6.625% Debentures due 2028 and 5.70% Senior
Notes due 2034 (the “Notes”).
Specifically, the Company proposes to substitute one of its
subsidiaries, National Public Finance Guarantee Corporation, for another
subsidiary, MBIA Insurance Corporation, in the definitions of
“Restricted Subsidiary” in the Indenture, dated as of August 1, 1990
(the “1990 Indenture”), and “Principal Subsidiaries” in the Senior
Indenture, dated as of November 24, 2004 (the “2004 Indenture”),
pursuant to which the Notes were issued.
As described in the documentation related to the consent solicitation,
the Company believes the proposed amendments will be beneficial to both
the Company and its noteholders.
In the event that the proposed amendments become operative, the Company
will pay a consent fee of $10 per $1,000 principal amount of Notes to
all consenting noteholders, on terms and conditions described in the
consent solicitation documentation.
In connection with the consent solicitation, the Company has entered
into a lock-up agreement with holders of approximately 25.4% of the
principal amount of the Notes outstanding under the 1990 Indenture and
approximately 3.5% of the principal amount of the Notes outstanding
under the 2004 Indenture, pursuant to which they have agreed to (i)
deliver or cause to be delivered, as soon as practicable, valid consents
to the proposed amendments and (ii) not to revoke such consents for 30
days except if the terms or conditions of the consent solicitation are
materially modified.
The consent solicitation will expire at 5:00 P.M., New York City Time,
on November 21, 2012.
Holders of Notes who have any questions regarding the terms of the
consent solicitation should contact the Solicitation Agent, Deutsche
Bank Securities, at (855) 287-1922 (U.S. Toll-free) or (212) 250-7527.
Copies of the consent solicitation statement, the form of consent or any
related documents may be obtained from i-Deal LLC, the Information
Agent, by calling (888) 593-9546 (U.S. Toll-free) or (212) 849-5000. In
addition, beneficial owners wishing to review the consent solicitation
statement may also access it by visiting the following website: http://docs.mbia.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF
ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL.
MBIA Inc., headquartered in Armonk, New York is a holding company whose
subsidiaries provide financial guarantee insurance, as well as related
reinsurance, advisory and portfolio services, for the public and
structured finance markets, and asset management advisory services. The
Company services its clients around the globe with offices in New York,
Denver, San Francisco, Paris, London, Madrid and Mexico City. Please
visit MBIA's website at www.mbia.com.
Forward-Looking Statements
The information contained in this press release should be read in
conjunction with our filings made with the Securities and Exchange
Commission. This release includes statements that are not historical or
current facts and are "forward-looking statements" made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. The words "believe," "anticipate," "project," "plan," "expect,"
"intend," "will likely result," "looking forward" or "will continue,"
and similar expressions identify forward-looking statements. These
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and
those presently anticipated or projected, including, among other risks
and uncertainties, whether the Company will realize, or will be delayed
in realizing, insurance loss recoveries expected in disputes with
sellers/servicers of RMBS transactions at the levels recorded in its
financial statements, the possibility that the Company will experience
severe losses or liquidity needs due to increased deterioration in its
insurance portfolios and in particular, due to the performance of CDOs
including multi-sector, CMBS and CRE CDOs and RMBS, the failure to
obtain regulatory approval to implement our risk reduction and liquidity
strategies, the possibility that loss reserve estimates are not adequate
to cover potential claims, the possibility that the Company’s
obligations will be accelerated if MBIA Insurance Corporation becomes
subject to a rehabilitation or liquidation proceeding, the Company's
ability to access capital and the Company's exposure to significant
fluctuations in liquidity and asset values within the global credit
markets, in particular in the ALM business, the Company's ability to
fully implement its strategic plan, including its ability to achieve
high stable ratings for National or any other insurance subsidiaries,
and the Company's ability to commute certain of its insured exposures,
including as a result of limited available liquidity, the Company's
ability to favorably resolve litigation claims against the Company, and
changes in general economic and competitive conditions. These and other
factors that could affect financial performance or could cause actual
results to differ materially from estimates contained in or underlying
the Company's forward-looking statements are discussed under the "Risk
Factors" section in MBIA Inc.'s most recent Annual Report on Form 10-K
and Quarterly Report on Form 10-Q, which may be updated or amended in
the Company's subsequent filings with the Securities and Exchange
Commission. The Company cautions readers not to place undue reliance on
any such forward-looking statements, which speak only to their
respective dates. The Company undertakes no obligation to publicly
correct or update any forward-looking statement if it later becomes
aware that such result is not likely to be achieved.
MBIA Inc.
Media:
Kevin Brown, +1-914-765-3648
or
Investor
Relations:
Greg Diamond, +1-914-765-3190
www.mbia.com
Source: MBIA Inc.