SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934*
MBIA Inc. |
(Name of Issuer) |
|
Common Stock, par value $1.00 per share |
(Title of Class of Securities) |
|
55262C100 |
(CUSIP Number) |
(Name, Address and Telephone Number of Person Copy to: IGOR KIRMAN, ESQ. August 5, 2013 (Date of Event which Requires Filing of this Statement)
|
|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NameS of Reporting PersonS. Warburg Pincus Private Equity X, L.P. | |||||||
26-0849130 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
Delaware | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
PN | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by Warburg Pincus Private Equity X, L.P. ("WP X") that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Warburg Pincus X, L.P. | |||||||
26-0403670 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
Delaware | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
PN | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Warburg Pincus X LLC | |||||||
26-0403605 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
Delaware | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
OO | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Warburg Pincus Partners llc | |||||||
13-4069737 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
New York | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
OO | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Warburg Pincus & Co. | |||||||
13-6358475 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
New York | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
PN | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Warburg Pincus LLC | |||||||
13-3536050 | ||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
New York | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
OO | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Charles R. Kaye | |||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
United States of America | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
IN | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
1 |
NameS of Reporting PersonS. Joseph P. Landy | |||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
□ | |||||
|
(b) |
x | ||||||
3 |
SEC USE ONLY | |||||||
| ||||||||
4 |
SOURCE OF FUNDS* (See Instructions) | |||||||
OO | ||||||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
□ |
| |||||
|
|
| ||||||
6 |
citizenship or place of organization | |||||||
United States of America | ||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
sole voting power | ||||||
0 | ||||||||
8 |
shared voting power | |||||||
73,452,685†§ | ||||||||
9 |
sole dispositive power | |||||||
0 | ||||||||
10 |
shared dispositive power | |||||||
73,452,685†§ | ||||||||
11 |
aggregate amount beneficially owned by each reporting person | |||||||
73,452,685†§ | ||||||||
12 |
check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
□ |
| |||||
|
|
| ||||||
13 |
percent of class represented by amount in row (11) | |||||||
33.2%†§* | ||||||||
14 |
type of reporting person* | |||||||
IN | ||||||||
† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
§ Includes warrants held by WP X that are exercisable for a total of 27,829,808 shares of Common Stock, as further detailed in Item 5.
*Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 192,971,908 shares of MBIA Common Stock outstanding as of August 5, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above.
This Amendment No. 5 (this “Amendment”) further amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on February 8, 2008 and as amended by Amendment No. 1 on February 14, 2008, by Amendment No. 2 on March 9, 2009, by Amendment No. 3 on March 13, 2009 and by Amendment No. 4 on December 10, 2009 (as amended, this “Schedule 13D”) and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners” and, together with WP X, the “WP X Funds”), Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the WP X Funds (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the sole general partner of WP X LP (“WP X LLC”), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP X LLC (“WPP LLC”), Warburg Pincus & Co., a New York general partnership and the managing member of WPP LLC (“WP”), Warburg Pincus LLC, a New York limited liability company that manages each of the WP X Funds (“WP LLC”), and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC (each of the foregoing, a “Warburg Pincus Reporting Person” and collectively, the “Warburg Pincus Reporting Persons”). This Amendment relates to the common stock, par value $1.00 per share (the “Common Stock”), of MBIA Inc., a Connecticut corporation (“MBIA”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D.
Item 3 is hereby amended by inserting the following at the end thereof:
WP X purchased the New Warrant pursuant to the Investment and Settlement Agreement (each as defined below). The total purchase price for the New Warrant of $8,386,730.63, representing $4.39 per underlying share, was reduced by a cash settlement payment of $1,124,212.81 owed by MBIA to WP X pursuant to the Investment and Settlement Agreement. The net consideration of $7,262,517.82 was paid by surrendering to MBIA 536,375 shares of MBIA’s Common Stock (519,747 shares of which were owned by WP X and 16,628 shares of which were owned by WP X Partners) based on a per share valuation of $13.54.
Item 4 is hereby amended by inserting the following at the end thereof:
The Investment and Settlement Agreement
Under the terms of a settlement agreement between MBIA and Bank of America Corporation, MBIA issued to Blue Ridge Investments, L.L.C. on May 6, 2013 a five year warrant to purchase 9,942,458 shares of Common Stock at an exercise price of $9.59 per share (the “BoA Warrant”). WP X and MBIA disagreed as to whether, in connection with the issuance of the BoA Warrant, WP X is entitled to exercise its gross-up rights pursuant to the Investment Agreement. Following discussions between the parties, on August 5, 2013, MBIA issued a warrant (the “New Warrant”) to WP X pursuant to the Investment and Settlement Agreement and Waiver and Release, dated August 5, 2013 (the “Investment and Settlement Agreement”), between WP X, MBIA and, solely for purposes of Section 1.3 of the Investment and Settlement Agreement, WP X Partners.
The foregoing summary of the Investment and Settlement Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Investment and Settlement Agreement, a copy of which is attached as Exhibit 9 to this Schedule 13D, and which is incorporated herein by reference.
The New Warrant
The New Warrant is currently exercisable to purchase 1,910,417 shares of Common Stock at a price of $9.59 per share. The New Warrant is subject to transfer restrictions for up to six months. The New Warrant is exercisable in whole or in part any time beginning on August 5, 2013 until August 5, 2018. The exercise price and
the number of shares of Common Stock issuable upon exercise of the New Warrant are subject to certain anti-dilution adjustments. Any exercise of the New Warrant must occur on a net exercise basis.
The foregoing summary of the New Warrant is not intended to be complete and is qualified in its entirety by reference to the full text of the New Warrant, a copy of which is being filed as Exhibit 10 to this Schedule 13D, and which is incorporated herein by reference.
Anti-Dilution Adjustments Resulting from Issuance of BoA Warrant
The issuance of the BoA Warrant triggered certain anti-dilution adjustments under the terms of WP X’s (1) Warrant, dated as of January 30, 2008, originally exercisable for 8,698,920 shares of Common Stock at an original exercise price of $40.00 per share (the “Warrant”), (2) B-Warrant, dated as of January 30, 2008, originally exercisable for 7,430,112 shares of Common Stock at an original exercise price of $40.00 per share (the “B-Warrant”), (3) B2-Warrant, dated as of February 6, 2008, originally exercisable for 3,870,000 shares of Common Stock at an original exercise price of $16.20 per share (“B2-Warrant 1”), and (4) B2-Warrant, dated as of February 6, 2008, originally exercisable for 130,000 shares of Common Stock at an original exercise price of $16.20 per share (“B2-Warrant 2” and, together with the Warrant, the B-Warrant and the B2-Warrant 1, the “Original Warrants”) (subject in each case to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions). As a result of the anti-dilution adjustments, (a) the Warrant is now exercisable for 11,819,185 shares at an exercise price of $29.44 per share, (b) the B-Warrant is now exercisable for 10,095,261 shares at an exercise price of $29.44 per share, (c) the B2-Warrant 1 is now exercisable for 3,874,784 shares at an exercise price of $16.18 per share, and (d) the B2-Warrant 2 is now exercisable for 130,161 shares at an exercise price of $16.18 per share.
Items 5(a) and 5(b) are hereby amended by replacing them in their entirety with the following:
(a) WP X (i) is the beneficial owner of 45,622,877 shares of Common Stock (over which it exercises both voting and investment power) and (ii) is the beneficial owner of the New Warrant and the Original Warrants, which are exercisable for a total of 27,829,808 shares of Common Stock, collectively representing approximately 33.2% of the outstanding shares of Common Stock (percentages in this Item 5 are based on the 192,971,908 shares of MBIA Common Stock outstanding as of June 30, 2013, based on information included in MBIA’s Form 10-Q (for the period ended June 30, 2013), plus the 27,829,808 shares of Common Stock for which warrants issued to WP X are exercisable and that are included in the amount beneficially owned by WP X above).
Due to their respective relationships with WP X and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 73,452,685 shares of Common Stock. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy disclaims beneficial ownership of the shares of Common Stock and the warrants in which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of this Schedule 13D is a beneficial owner of the Common Stock or the warrants in which WP X has beneficial ownership.
(b) See Item 5(a) above.
Item 5(c) is hereby amended by inserting the following at the end thereof:
(c) See “The Investment and Settlement Agreement”, “The New Warrant” and “Anti-Dilution Adjustments Resulting from Issuance of BoA Warrant” referenced in Item 4 above.
In addition to the exhibits previously filed with the Schedule 13D, the following additional exhibits are filed herewith:
9 |
|
Investment and Settlement Agreement and Waiver and Release, dated as of August 5, 2013, by and between Warburg Pincus Private Equity X, L.P., MBIA Inc. and, solely for purposes of Section 1.3 thereof, Warburg Pincus X Partners, L.P. |
10 |
|
Warrant, dated as of August 5, 2013, to purchase 1,910,417 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.2 to MBIA Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed on August 7, 2013). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 8, 2013
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS X, L.P.
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS X LLC
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Managing Director
CHARLES R. KAYE
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
JOSEPH P. LANDY
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Attorney-in-Fact*
* The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 11, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001)
INDEX OF EXHIBITS
Exhibit |
|
Name |
1 |
|
Joint Filing Agreement, dated as of February 8, 2008, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X L.P., Warburg Pincus X LLC, Warburg Pincus Partners LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy** |
2 |
|
Amended and Restated Investment Agreement, dated as of February 6, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008) |
3 |
|
Warrant, dated as of January 30, 2008, to purchase 8,598,920 Shares of Common Stock of MBIA Inc.** |
4 |
|
B-Warrant, dated as of January 30, 2008, to purchase 7.430,112 Shares of Common Stock of MBIA, Inc.** |
5 |
|
B2- Warrant, dated as of February 6, 2008, to purchase 3,870,000 Shares of Common Stock of MBIA, Inc. (incorporated by reference to Exhibit 4.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008) |
6 |
|
B2-Warrant, dated as of February 6, 2008, to purchase 130,000 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.2 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008) |
7 |
|
Form of Certificate of Amendment (incorporated by reference to Exhibit D of Exhibit 10.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008) |
8 |
|
Letter Agreement, dated as of February 13, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P.** |
9 |
|
Investment and Settlement Agreement and Waiver and Release, dated as of August 5, 2013, by and between Warburg Pincus Private Equity X, L.P., MBIA Inc. and, solely for purposes of Section 1.3 thereof, Warburg Pincus X Partners, L.P., filed hereto as Exhibit 9. |
10 |
|
Warrant, dated as of August 5, 2013, to purchase 1,910,417 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.2 to MBIA Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed on August 7, 2013). |
**Previously filed.
Exhibit 9
EXECUTION VERSION
Investment and Settlement Agreement and Waiver and Release, dated August 5, 2013 (this “Agreement”), between Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (the “Investor”), MBIA Inc., a Connecticut corporation (the “Company”) and, solely for purposes of Section 1.3 hereof, Warburg Pincus X Partners, L.P.
Recitals:
A. On May 6, 2013, the Company issued to Blue Ridge Investments, L.L.C. a warrant to purchase up to 9,942,458 shares of its Common Stock (the “BoA Warrant”).
B. The Investor and the Company are parties to the Amended and Restated Investment Agreement, dated as of December 10, 2007, and amended and restated as of February 6, 2008 (the “2007 Investment Agreement”).
C. In connection with the 2007 Investment Agreement, the Company issued to the Investor and its affiliates certain warrants (the “Existing Warburg Warrants”) pursuant to (i) that certain Warrant Agreement, dated as of January 30, 2008, between the Company and the Investor, (ii) that certain B Warrant Agreement, dated as of January 30, 2008, between the Company and the Investor, (iii) that certain B2 Warrant Agreement, dated as of January 30, 2008, between the Company and the Investor, and (iv) that certain B2 Warrant Agreement, dated as of January 30, 2008, between the Company and Warburg Pincus X Partners, L.P.
D. The Investor and the Company disagree as to whether, in connection with the issuance of the BoA Warrant, the Investor is entitled to exercise its gross-up rights pursuant to Section 4.3 of the 2007 Investment Agreement (the “Gross-Up Rights”). The Investor has asserted that, in connection with the issuance of the BoA Warrant, it is entitled to purchase a warrant for 3,125,967.34 shares of the Company’s Common Stock under the Gross-Up Rights. The Company has asserted that the Investor is not entitled to exercise the Gross-Up Rights in connection with the issuance of the BoA Warrant.
E. Following discussions between the Investor and the Company, the parties have agreed to a compromise in order to settle such disagreement and avoid the costs and other disadvantages of a continuing dispute. Under the terms of the compromise, the Investor shall receive a warrant and settlement payment that, together, the parties believe are equivalent in value to a warrant for 2,344,476 shares of the Company’s Common Stock, which is equal to 75% of the shares of the Company’s Common Stock underlying the warrant to which the Investor has asserted it is entitled under the Gross-Up Rights. Specifically, (i) the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, a warrant to purchase up to 1,910,417 shares of its Common Stock (the “Warrant”), for an aggregate purchase price for the Warrant of $8,386,730.63 (the “Purchase Price”), representing $4.39 per underlying share, (ii) the Company has agreed to pay the Investor an amount equal to $1,124,212.81 (the “Cash Settlement”), representing the difference between the value of a notional warrant to purchase 434,059 shares of the Company’s Common Stock at $9.59 per share, based on a valuation for such notional warrant of $6.98 per underlying share, less the aggregate purchase price of such notional warrant based on a purchase price of $4.39 per underlying share, and (iii) the Investor has agreed to waive and release any claims it may have relating to the issuance of the BoA Warrant as provided herein. In addition, the Investor and its affiliate Warburg Pincus X
Partners, L.P. have agreed that the issuance of the Warrant shall not result in any anti-dilution adjustment under Section 13 of any of the Existing Warburg Warrants.
F. The Company’s agreement to issue the Warrant shall not be deemed to be an admission by the Company that the Investor is entitled to exercise the Gross-Up Rights in connection with the issuance of the BoA Warrant or an admission by the Investor that the Investor is not entitled to exercise the Gross-Up Rights in connection with the issuance of the BoA Warrant.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:
-2-
and affiliates (collectively, the “Investor Parties”), as applicable, hereby irrevocably and unconditionally releases, waives and discharges the Company, its stockholders, subsidiaries, and affiliates and their respective stockholders, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, demands, actions, damages, liabilities, and causes of action, whether known or unknown, at law or in equity (collectively, the “Claims”) that the Investor Parties have, had or may have had arising under the 2007 Investment Agreement (including the Gross-Up Rights thereunder) as a result of the issuance of the BoA Warrant or the issuance of any shares of the Company’s Common Stock upon the exercise of the BoA Warrant, it being understood, for the avoidance of doubt, that nothing herein shall affect the adjustments to the Existing Warburg Warrants described in the Adjustment Statement or any adjustments to the Existing Warburg Warrants that may be required in the future pursuant to Section 13(A)(iii)(3) thereof in connection with the BoA Warrant (it being further understood that no such adjustment shall be required as a result of the number of shares of the Company’s Common Stock deliverable upon exercise of the BoA Warrant or the consideration to be received by the Company upon such exercise changing pursuant to the anti-dilution provisions thereof).
-3-
subsidiary of the Company to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any such subsidiary.
-4-
-5-
of the Investor, and no further approval or authorization is required on the part of the Investor or any other party for such authorization to be effective. This Agreement is a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as the same may be limited by Bankruptcy Exceptions.
-6-
“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”
In the event that (i) the Warrant or any Warrant Shares become registered under the Securities Act or (ii) the Warrant or Warrant Shares are eligible, in the written opinion of counsel to the Investor, to be transferred without restriction in accordance with Rule 144 under the Securities Act, the Company shall issue new certificates or other instruments representing such Warrant or Warrant Shares, which shall not contain such portion of the above legend that is no longer applicable; provided that the Investor surrenders to the Company the previously issued certificates or other instruments.
-7-
4.7 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.
-8-
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Igor Kirman
Facsimile: (212) 403-2000
with a copy to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: Andrew L. Bab
Steven J. Slutzky
Facsimile: (212) 919-6836
-9-
prior written consent of the other parties, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except an assignment, in the case of a merger or consolidation where such party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such merger or consolidation or the purchaser in such sale.
-10-
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: /s/ David Coulter
Name: David Coulter
Title: Managing Director
MBIA INC.
By: /s/ William C. Fallon
Name: William C. Fallon
Title: President & Chief Operating Officer
Solely for purposes of Section 1.3 hereof:
WARBURG PINCUS X PARTNERS, L.P.
By: /s/ David Coulter
Name: David Coulter
Title: Managing Director
[Signature page to Investment and Settlement Agreement and Waiver and Release]