8-K
Mbia Inc (MBI)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2020
MBIA INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 001-9583 | 06-1185706 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1 Manhattanville Road, Suite 301<br> <br>Purchase, New York | 10577 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
914-273-4545
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of Each Class | Trading<br> <br>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $1 per share | MBI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | OTHER EVENTS. |
|---|
On November 12, 2020, MBIA Inc. (“the Company”) issued a notice of redemption (the “Notice”) to the trustee of the outstanding 6.40% senior notes due 2022 (the “Notes”) issued pursuant to an Indenture, dated August 1, 1990, as amended by the Supplemental Indenture dated as of August 22, 2002, and the Second Supplemental Indenture dated as of November 21, 2012 (collectively, the “Indenture”), between the Company and The Bank of New York Mellon as Trustee (the “Trustee”). The Notice calls for the redemption of the remaining $114,582,000 aggregate principal amount of the Notes on December 15, 2020. The redemption price is equal to 100.00% of the aggregate principal amount of the remaining Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”) in accordance with the provisions of the Indenture governing the Notes. A copy of the Notice is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01 as if fully set forth herein.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
|---|---|
| 99.1 | Notice of Redemption of 6.40% Senior Notes due August 15, 2022. |
| --- | --- |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MBIA INC. | |
|---|---|
| By: | /s/ Jonathan C. Harris |
| Jonathan C. Harris | |
| General Counsel |
Date: November 12, 2020
EX-99.1
Exhibit 99.1
NOTICE OF REDEMPTION
MBIA INC.
6.40% Notesdue August 15, 2022
(CUSIP # 55262CAH3)*
Reference is made to the 6.40% Notes due August 15, 2022 (the “Notes”) (CUSIP: 55262CAH3), issued pursuant to the Indenture, dated as of August 1, 1990 (the “Indenture”), between MBIA, Inc. (the “Company”) and The Bank of New York Mellon, as Trustee.
The Company hereby calls for redemption, pursuant to Section 12.2 of the Indenture, of the remaining $114,582,000 principal amount of the Notes. You are hereby notified that:
| 1. | The redemption date is December 15, 2020 (the “Redemption Date”). | |
|---|---|---|
| 2. | The redemption price (the “Redemption Price”) is equal to 100.00% of the aggregate principal<br>amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. | |
| --- | --- | |
| 3. | On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and to<br>collect the Redemption Price, the Notes called for redemption must be surrendered to the paying agent at the applicable address: | |
| --- | --- | |
| First Class/Registered/Certified Mail | Express Delivery Only | By Hand Only |
| --- | --- | --- |
| The Bank of New York Mellon <br>P.O. Box 396 <br>Att: Debt Processing Unit (ACT) <br>East Syracuse, NY 13057 | The Bank of New York Mellon <br>111 Sanders Creek Parkway <br>East Syracuse, NY 13057 <br>Att: Corporate Trust Window | The Bank of New York Mellon <br>111 Sanders Creek Parkway <br>East Syracuse, NY 13057 <br>Att: Corporate Trust Window |
For Information call 1-800-254-2826
| 4. | Unless the Company defaults in making the payment of the Redemption Price and accrued interest, interest on the<br>Notes will cease to accrue on and after the Redemption Date. |
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Defined terms used in this notice but not defined herein have the meanings assigned to them in the Indenture.
MBIA, Inc.
By: The Bank of New York Mellon as Trustee
Dated: November 12, 2020
| * | This CUSIP number has been assigned to this issue by Standard and Poor’s Corporation and is included<br>solely for the convenience of the holders. Neither the Issuer, the Trustee nor the Paying Agent or any of their agents shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to its correctness on the<br>bonds or as indicated in any redemption notice. |
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IMPORTANT TAX INFORMATION
Please Read This Notice Carefully
EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING OF 28% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR (SECURITIES) FOR PAYMENTSWHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO PROVIDE SUCH NUMBER. CERTIFICATION MAY BE MADE TO THE PAYING AGENT ON ASUBSTITUTE FORM W-9.