schedule13d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4F3EajNJi7xyF4JSPm2Rp7f6orO/4sLZaS4Ba27UHNvjAlRASnvMeDBn+uwb5kT tMDtgnFF1pJfJVqzm6p1ew== 0000898822-09-000131.txt : 20090313 0000898822-09-000131.hdr.sgml : 20090313 20090313170029 ACCESSION NUMBER: 0000898822-09-000131 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090313 DATE AS OF CHANGE: 20090313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38598 FILM NUMBER: 09680935 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 200849130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 schedule13d.htm SCHEDULE 13D schedule13d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)

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)

SCOTT A. ARENARE, ESQ.
WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

Copy to:

IGOR KIRMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000

March 12, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

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	NAME OF REPORTING PERSONS
	Warburg Pincus Private Equity X, L.P.
	S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	26-0849130
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨
				(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			¨
	TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	NUMBER OF	7	SOLE VOTING POWER
	SHARES	7	0
	BENEFICIALLY	8	SHARED VOTING POWER
	OWNED BY	8	40,819,215^†^§
	EACH	9	SOLE DISPOSITIVE POWER
	REPORTING	9	0
	PERSON WITH	10	SHARED DISPOSITIVE POWER
		10	71,486,898^†‡
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,486,898^†‡
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.44%^†‡*
14	TYPE OF REPORTING PERSON
	PN

^†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
^‡Includes open market purchases of 2,610,097 shares of common stock, par value $1.00 per share (the “Common Stock”), of MBIA Inc. (“MBIA”) pursuant to open market transactions on March 9, 10 and 12, 2009 by Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (including Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “WP X”), as set forth on Exhibit 99.2, representing approximately 1.11% of the outstanding shares of Common Stock. The remaining increase in beneficial ownership in this box is due to the inclusion of certain warrants, the exercise of which may be subject to approval by the New York State Insurance Department that WP X expects to receive within 60 days (provided that no assurances can be made as to when or whether such approval will be received). The warrants he ld by WP X are exercisable for a total of 25,327,646 shares of Common Stock, as further detailed in Item 5. In the event the warrants held by WP X are exercised prior to receipt of such regulatory approval, the underlying shares of Common Stock will be placed into a voting trust agreement.
^§Includes warrants held by WP X that are exercisable for a total of 25,327,646 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 209,516,215 shares of MBIA Common Stock outstanding as of March 4, 2009, based on information provided by MBIA, plus the 25,327,646 shares of Common Stock for which warrants issued to WP X may be exercisable and that are included in the amount beneficially owned by WP X above.

^{1

   NAME OF REPORTING PERSONS


Warburg Pincus X, L.P.


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS


24-0403670





2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



Delaware







NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





PN}

^†The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
^‡Includes open market purchases of 2,610,097 shares of Common Stock pursuant to open market transactions on March 9, 10 and 12, 2009 by WP X, as set forth on Exhibit 99.2, representing approximately 1.11% of the outstanding shares of Common Stock. The remaining increase in beneficial ownership in this box is due to the inclusion of certain warrants, the exercise of which may be subject to approval by the New York State Insurance Department that WP X expects to receive within 60 days (provided that no assurances can be made as to when or whether such approval will be received). The warrants held by WP X are exercisable for a total of 25,327,646 shares of Common Stock, as further detailed in Item 5. In the event the warrants held by WP X are exercised prior to receipt of such regulatory approval, the underlying shares of Common Stock will be placed in to a voting trust agreement.
^§Includes warrants held by WP X that are exercisable for a total of 25,327,646 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 209,516,215 shares of MBIA Common Stock outstanding as of March 4, 2009, based on information provided by MBIA, plus the 25,327,646 shares of Common Stock for which warrants issued to WP X are exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

^{1

   NAME OF REPORTING PERSONS


Warburg Pincus X LLC


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS


26-0403605





2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

          ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



Delaware







NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



          ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   OO}

^{1

   NAME OF REPORTING PERSONS


Warburg Pincus Partners, LLC


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS


   13-4069737





2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



   New York







NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   OO}

^{1

   NAME OF REPORTING PERSONS


Warburg Pincus & Co.


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS


   13-6358475





2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



   New York







NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   PN}

^{1

   NAME OF REPORTING PERSONS


Warburg Pincus LLC


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS


   13-3536050





2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



   New York







NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   OO}

^{1

   NAME OF REPORTING PERSONS


   Charles R. Kaye


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS








2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



   United States of America



NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   IN}

^{1

   NAME OF REPORTING PERSONS


   Joseph P. Landy


   S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS








2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨






(b) x

3

    SEC USE ONLY




4

SOURCE OF FUNDS


N/A






5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT



TO ITEM 2(d) or 2(e)

         ¨

6

   CITIZENSHIP OR PLACE OF ORGANIZATION



   United States of America



NUMBER OF

7

SOLE VOTING POWER


SHARES

0



BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

40,819,215^†^§

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER





71,486,898^†‡

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




71,486,898^†‡







12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES





CERTAIN SHARES



         ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)




30.44%^†‡*







14

TYPE OF REPORTING PERSON





   IN}

This Amendment No. 3 (this “Amendment”) further amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 30, 2008 and as amended by Amendment No. 1 on February 14, 2008 and by Amendment No. 2 on March 9, 2009 (as amended, this “Schedule 13D”) and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (including Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “WP X”), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the 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 (“WP Partners”), Warburg Pincus & Co., a New York g eneral partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP X (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a “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. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by inserting the following at the end thereof:

WP X purchased a total of 2,610,097 shares of Common Stock pursuant to the open market transactions set forth on Exhibit 99.2 for $8,177,331.26, net of brokerage amounts. WP X obtained the funds from working capital.

Item 5. Interest in Securities of the Issuer

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 15,491,569 shares of Common Stock (over which it exercises both voting and investment power), (ii) is the indirect beneficial owner of the 9,951,760 Voting Trust Shares (over which it exercises investment power), (iii) is the indirect beneficial owner of the 18,105,826 Voting Trust II Shares (over which it exercises investment power), (iv) may be the beneficial owner of warrants exercisable for a total of 25,327,646 shares of Common Stock (the exercise of which may be subject to approval by the New York State Insurance Department, which WP X expects to receive within 60 days (provided that no assurances can be made as to when or whether such approval will be received)), and (v) is the indirect beneficial owner of 2,610,097 shares of Common Stock (over which it exercises investment power) which were purchased pursuant to the open market tr ansactions set forth on Exhibit 99.2 and will be deposited by WP X into a voting trust pursuant to a Voting Trust II Agreement), collectively representing approximately 30.44% of the outstanding shares of Common Stock (percentages in this Item 5 are based on the 209,516,215 shares of MBIA Common Stock outstanding as of March 4, 2009, based on information provided by MBIA, plus the 25,327,646 shares of Common Stock for which warrants issued to WP X may be currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants)).

The warrants that are, subject to the foregoing, exercisable for a total of 25,327,646 shares of Common Stock are composed of warrants, exercisable for a total of 11,502,704 shares of Common Stock, B-warrants exercisable for a total of 9,824,942 shares of Common Stock and B2-warrants exercisable for a total of 4,000,000 shares of Common Stock. In the event the warrants held by WP X are exercised prior to receipt of the foregoing insurance regulatory approval, the underlying shares of Common Stock will be placed into a voting trust agreement.

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, 71,486,898 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 Statement 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) The 2,610,097 shares of Common Stock purchased by WP X, as set forth in Exhibit 99.2, will be deposited by WP X into a voting trust pursuant to the Voting Trust II Agreement. Except as set forth in Exhibit 99.2, since the most recent filing on Schedule 13D, no other transactions in shares of the Common Stock or derivative securities were effected by the Warburg Pincus Reporting Persons.

Item 6. Interest in Securities of the Issuer

Item 6 is hereby amended by inserting the following at the end thereof:

The 2,610,097 shares of Common Stock purchased by WP X, as set forth in Exhibit 99.2, will be deposited by WP X into a voting trust pursuant to the Voting Trust II Agreement. A summary of the Voting Trust II Agreement is included in Amendment No. 1 and is not intended to be complete and is qualified in its entirety by reference to the full text of the Voting Trust II Agreement, a copy of which is being filed as Exhibit 9 to this Schedule 13D, and which is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2009

		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: Partner

		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: Partner

		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: Partner

		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: Partner

		WARBURG PINCUS PARTNERS, LLC
		By:		Warburg Pincus & Co., its managing
				member
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner

		WARBURG PINCUS & CO.
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner

		WARBURG PINCUS LLC
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Managing Director

		CHARLES R. KAYE
		By:		/s/ Scott A. Arenare
				Scott A. Arenare, Attorney-in-fact*

		JOSEPH P. LANDY
		By:		/s/ Scott A. Arenare
				Scott A. Arenare, Attorney-in-fact**

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

INDEX OF EXHIBITS
Exhibit 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*

Exhibit 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)

Exhibit 3		Warrant, dated as of January 30, 2008, to purchase 8,698,920 Shares of Common
		Stock of MBIA Inc.*

Exhibit 4		B-Warrant, dated as of January 30, 2008, to purchase 7,430,112 Shares of Common
		Stock of MBIA Inc.*

Exhibit 5		Voting Trust Agreement, dated as of January 30, 2008, by and among MBIA Inc.,
		Warburg Pincus Private Equity X, L.P. and U.S. Bank National Association*

Exhibit 6		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)

Exhibit 7		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)

Exhibit 8		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)

Exhibit 9		Voting Trust II Agreement, dated as of February 13, 2008, by and among MBIA Inc.,
		Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and U.S.
		Bank National Association*

Exhibit 10		Letter Agreement, dated as of February 13, 2008, by and between MBIA Inc. and
		Warburg Pincus Private Equity X, L.P.*

Exhibit 99.1		Trading Data*

Exhibit 99.2		Trading Data

		*Previously filed.

EX-99.2 2 ex992.htm TRADING DATA ex992.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.2

TRADING DATA
WP X made the following purchases on the open market since the most recent filing on Schedule 13D:
		Total Principal (Net of
Trade Date	Quantity	Brokerage Commissions)	Per Share Price
March 9, 2009	13,200	$ 35,243.93	$2.6700
March 9, 2009	1,900	$ 5,111.00	$2.6900
March 9, 2009	6,000	$ 16,200.00	$2.7000
March 9, 2009	5,100	$ 13,872.00	$2.7200
March 9, 2009	8,200	$ 22,468.00	$2.7400
March 9, 2009	100	$ 274.98	$2.7498
March 9, 2009	400	$ 1,099.96	$2.7499
March 9, 2009	12,700	$ 34,925.00	$2.7500
March 9, 2009	200	$ 551.96	$2.7598
March 9, 2009	1,600	$ 4,415.85	$2.7599
March 9, 2009	9,100	$ 25,116.00	$2.7600
March 9, 2009	200	$ 553.96	$2.7698
March 9, 2009	1,900	$ 5,262.81	$2.7699
March 9, 2009	53,900	$ 49,303.00	$2.7700
March 9, 2009	7,200	$ 20,016.00	$2.7800
March 9, 2009	300	$ 836.97	$2.7899
March 9, 2009	8,800	$ 24,552.00	$2.7900
March 9, 2009	200	$ 559.94	$2.7997
March 9, 2009	700	$ 1,959.86	$2.7998
March 9, 2009	1,700	$ 4,759.83	$2.7999
March 9, 2009	76,700	$ 214,760.00	$2.8000
March 9, 2009	400	$ 1,123.96	$2.8099
March 9, 2009	6,071	$ 17,059.51	$2.8100
March 9, 2009	200	$ 563.92	$2.8196
March 9, 2009	300	$ 845.91	$2.8197
March 9, 2009	600	$ 1,691.88	$2.8198
March 9, 2009	600	$ 1,691.94	$2.8199
March 9, 2009	4,200	$ 11,844.00	$2.8200
March 9, 2009	900	$ 2,546.91	$2.8299
March 9, 2009	195	$ 551.85	$2.8300
March 9, 2009	100	$ 283.97	$2.8397
March 9, 2009	300	$ 851.94	$2.8398
March 9, 2009	1,500	$ 4,259.85	$2.8399
March 9, 2009	87,147	$ 247,497.48	$2.8400
March 9, 2009	300	$ 854.94	$2.8498
March 9, 2009	1,400	$ 3,989.86	$2.8499
March 9, 2009	24,938	$ 71,073.30	$2.8500
March 9, 2009	900	$ 2,569.50	$2.8550

		Total Principal (Net of
Trade Date	Quantity	Brokerage Commissions)	Per Share Price
March 9, 2009	300	$ 857.97	$2.8599
March 9, 2009	43,424	$ 124,192.64	$2.8600
March 9, 2009	100	$ 286.99	$2.8699
March 9, 2009	2,753	$ 7,901.11	$2.8700
March 9, 2009	500	$ 1,444.90	$2.8898
March 9, 2009	300	$ 866.97	$2.8899
March 9, 2009	7,872	$ 22,750.08	$2.8900
March 9, 2009	100	$ 290.98	$2.9098
March 9, 2009	200	$ 581.98	$2.9099
March 9, 2009	8,300	$ 24,153.00	$2.9100
March 9, 2009	300	$ 875.94	$2.9198
March 9, 2009	200	$ 583.98	$2.9199
March 9, 2009	14,541	$ 42,459.72	$2.9200
March 9, 2009	700	$ 2,050.93	$2.9299
March 9, 2009	8,300	$ 24,319.00	$2.9300
March 9, 2009	27,900	$ 82,026.00	$2.9400
March 9, 2009	100	$ 294.98	$2.9498
March 9, 2009	2,000	$ 5,899.80	$2.9499
March 9, 2009	36,459	$ 107,554.05	$2.9500
March 9, 2009	1,000	$ 2,957.50	$2.9575
March 9, 2009	1,500	$ 4,439.55	$2.9597
March 9, 2009	1,200	$ 3,551.76	$2.9598
March 9, 2009	4,000	$ 11,839.60	$2.9599
March 9, 2009	33,000	$ 97,680.00	$2.9600
March 9, 2009	100	$ 296.97	$2.9697
March 9, 2009	1,800	$ 5,345.64	$2.9698
March 9, 2009	500	$ 1,484.95	$2.9699
March 9, 2009	25,084	$ 74,499.48	$2.9700
March 9, 2009	900	$ 2,681.91	$2.9799
March 9, 2009	2,849	$ 8,490.02	$2.9800
March 9, 2009	200	$ 597.94	$2.9897
March 9, 2009	1,700	$ 5,082.66	$2.9898
March 9, 2009	900	$ 2,690.91	$2.9899
March 9, 2009	65,226	$ 195,025.74	$2.9900
March 9, 2009	200	$ 599.92	$2.9996
March 9, 2009	1,000	$ 2,999.80	$2.9998
March 9, 2009	1,300	$ 3,899.87	$2.9999
March 9, 2009	236,700	$ 710,100.00	$3.0000
March 9, 2009	300	$ 902.97	$3.0099
March 9, 2009	25,151	$ 75,704.51	$3.0100
March 9, 2009	800	$ 2,415.92	$3.0199
March 9, 2009	139,490	$ 421,259.80	$3.0200
March 9, 2009	600	$ 1,817.82	$3.0297

		Total Principal (Net of
Trade Date	Quantity	Brokerage Commissions)	Per Share Price
March 9, 2009	400	$ 1,211.92	$3.0298
March 9, 2009	2,100	$ 6,362.79	$3.0299
March 9, 2009	19,300	$ 58,479.00	$3.0300
March 9, 2009	500	$ 1,519.95	$3.0399
March 9, 2009	4,700	$ 4,288.00	$3.0400
March 9, 2009	300	$ 914.94	$3.0498
March 9, 2009	250	$ 762.48	$3.0499
March 9, 2009	1,300	$ 3,965.00	$3.0500
March 9, 2009	400	$ 1,223.88	$3.0597
March 9, 2009	400	$ 1,223.92	$3.0598
March 9, 2009	500	$ 1,529.95	$3.0599
March 9, 2009	28,000	$ 85,680.00	$3.0600
March 9, 2009	100	$ 306.50	$3.0650
March 9, 2009	100	$ 306.98	$3.0698
March 9, 2009	400	$ 1,227.96	$3.0699
March 9, 2009	43,950	$ 134,926.50	$3.0700
March 9, 2009	200	$ 615.96	$3.0798
March 9, 2009	100	$ 307.99	$3.0799
March 9, 2009	117,799	$ 362,820.92	$3.0800
March 9, 2009	100	$ 308.75	$3.0875
March 9, 2009	300	$ 926.91	$3.0897
March 9, 2009	2,100	$ 6,488.58	$3.0898
March 9, 2009	1,600	$ 4,943.84	$3.0899
March 9, 2009	41,859	$ 129,344.31	$3.0900
March 9, 2009	500	$ 1,547.50	$3.0950
March 9, 2009	300	$ 929.94	$3.0998
March 9, 2009	2,300	$ 7,129.77	$3.0999
March 9, 2009	465,119	$ 1,441,868.90	$3.1000
March 10, 2009	11,500	$ 36,915.00	$3.2100
March 10, 2009	5,215	$ 16,792.30	$3.2200
March 10, 2009	300	$ 967.50	$3.2250
March 10, 2009	400	$ 1,291.92	$3.2298
March 10, 2009	1,000	$ 3,229.90	$3.2299
March 10, 2009	53,726	$ 173,534.98	$3.2300
March 10, 2009	1,100	$ 3,563.67	$3.2397
March 10, 2009	100	$ 323.98	$3.2398
March 10, 2009	2,200	$ 7,127.78	$3.2399
March 10, 2009	61,025	$ 197,721.00	$3.2400
March 10, 2009	1,000	$ 3,249.70	$3.2497
March 10, 2009	300	$ 974.94	$3.2498
March 10, 2009	2,500	$ 8,124.75	$3.2499
March 10, 2009	225,469	$ 732,774.25	$3.2500
March 12, 2009	400	$ 1,403.88	$3.5097

		Total Principal (Net of
Trade Date	Quantity	Brokerage Commissions)	Per Share Price
March 12, 2009	500	$ 1,754.90	$3.5098
March 12, 2009	300	$ 1,054.50	$3.5150
March 12, 2009	400	$ 1,407.96	$3.5199
March 12, 2009	9,000	$ 31,680.00	$3.5200
March 12, 2009	300	$ 1,057.50	$3.5250
March 12, 2009	200	$ 705.96	$3.5298
March 12, 2009	700	$ 2,470.93	$3.5299
March 12, 2009	15,000	$ 52,950.00	$3.5300
March 12, 2009	7,900	$ 27,966.00	$3.5400
March 12, 2009	200	$ 709.98	$3.5499
March 12, 2009	2,600	$ 9,230.00	$3.5500
March 12, 2009	100	$ 355.99	$3.5599
March 12, 2009	40,100	$ 142,756.00	$3.5600
March 12, 2009	38,633	$ 137,919.81	$3.5700
March 12, 2009	18,151	$ 64,980.58	$3.5800
March 12, 2009	101,103	$ 362,959.77	$3.5900
March 12, 2009	1,700	$ 6,119.83	$3.5999
March 12, 2009	231,998	$ 835,192.80	$3.6000
Total	2,610,097	$8,177,331.26

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