-----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, B9ky0vT3ff5srJpo71b29p/7PoYdXjgXLOeZ1Mr8LDdUFLxYLPFBpFoyDGAWgwk8 R7x9UOp622jrFWFk4wsJmg== 0001157523-09-004398.txt : 20090609 0001157523-09-004398.hdr.sgml : 20090609 20090609172459 ACCESSION NUMBER: 0001157523-09-004398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090605 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090609 DATE AS OF CHANGE: 20090609 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09882838 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 8-K 1 a5983400.htm MBIA INC. 8-K


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): June 9, 2009 (June 5, 2009)

MBIA INC.
(Exact name of registrant as specified in its charter)

Connecticut

1-9583

06-1185706

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)


113 King Street,
Armonk, New York

10504

(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))



Item 7.01.     REGULATION FD DISCLOSURE.

National Public Finance Guarantee Corporation (“National”), an indirect subsidiary of MBIA Inc., issued a press release on June 5, 2009. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 8.01.     OTHER EVENTS.

The following information is being filed pursuant to Item 8.01 – Other Events of Form 8-K.

On June 5, 2009 National issued a press release commenting on the announcement on June 5, 2009 by Standard & Poor's Rating Services (“S&P”) that it had lowered its counterparty credit, financial strength, and financial enhancement ratings on National to “A” from “AA-” and removed them from CreditWatch with developing implications. The outlook for National is developing. At the same time, S&P lowered its counterparty credit, financial strength, and financial enhancement ratings on MBIA Insurance Corporation (“MBIA Corp.”) to “BBB” from “BBB+” and S&P also lowered its counterparty credit rating on MBIA Inc. to “BB” from “BB+,” both with negative outlook.   In addition, S&P lowered its counterparty credit and financial strength ratings on Municipal Bond Insurance Association to “A” from “AA-“ and removed them from CreditWatch developing, with developing outlook, mirroring the action taken on National.

S&P noted that the downgrade of National reflects its view of both “its uncertain business and capital-raising prospects.”  In addition, S&P cited the following factors in its downgrade decision:  “The company’s capital adequacy is marginally below our ‘AA’ standard.  Management’s stated goals are to raise additional capital to bolster National’s current resources and effectively ring-fence National from MBIA [Corp.] and its more volatile book of business.  However, the ring-fencing actions it has taken so far have had limited impact in that we view National as no more or less ring-fenced than any typical bond insurance subsidiary operating in a consolidated group.  In addition, the legal challenges the company faces as a result of its restructuring are, in our opinion, an impediment to both business prospects and capital-raising efforts.”

S&P noted that it downgraded MBIA Corp. “because of increased loss assumptions on its 2005-2007 vintage direct RMBS and CDO of ABS and a change in the assumed tax benefit of tax-loss carryforwards. It is our view, based on its tax share filing status, that MBIA Inc. will not be able to fully realize the tax benefit of MBIA [Corp.]’s operating losses.”

In addition, S&P stated that it believes “that there is strong incentive for MBIA [Corp.] to maintain an orderly runoff of its legacy book of business so as not to damage the franchise value of National.  To this end, from a risk-management perspective, management has indicated that it will retain sufficient experienced staff to support surveillance and remediation efforts.”


S&P also noted that “the outlook on National is developing” and that S&P “could raise the rating if there is a favorable resolution of the current litigation, which in turn could facilitate capital-raising efforts and lead to more tangible separation of National from MBIA [Corp.] and MBIA Inc.”  S&P further stated that “improving business acceptance could be an outgrowth of these developments, which could lead to a rating in the ‘AA’ category.  Alternatively, an ongoing lack of market acceptance and continued weak financial flexibility could result in a downgrade to the ‘BBB’ category.”  

S&P noted that the negative outlook on MBIA Corp. reflects its view “that adverse loss development on the structured finance book could continue.  A revision of the outlook to stable will depend on, among other factors, greater certainty of ultimate potential losses as well as the orderly runoff of the book of business.”  

S&P noted that lists of the ratings that have changed as a result of these actions will be posted in the coming days at www.standardandpoors.com/Ratings/Bond Insurance and that ratings information is also available on RatingsDirect (www.ratingsdirect.com).  S&P stated that its analysis of the impact of these ratings actions is ongoing and that it will post any additional rating changes at the same locations.

Below is the list of ratings actions included in S&P’s press release:

“Downgraded; CreditWatch/Outlook Action
To From
National Public Finance Guarantee Corp
Municipal Bond Insurance Assn.
Counterparty Credit Rating
Local Currency A/Developing/-- AA-/Watch Dev/--
Financial Strength Rating
Local Currency A/Developing/-- AA-/Watch Dev/--
 
National Public Finance Guarantee Corp
Financial Enhancement Rating
Local Currency A/-- AA-/Watch Dev/--
 
Downgraded
To From
Capital Markets Assurance Corp.
Counterparty Credit Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Strength Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
 
MBIA Insurance Corp.
Counterparty Credit Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Strength Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Enhancement Rating
Local Currency BBB/--/-- BBB+/--/--
Senior Unsecured BB+ BBB-
Preferred Stock BB BB+

MBIA Assurance S.A.
Counterparty Credit Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Strength Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Enhancement Rating
Local Currency BBB/--/-- BBB+/--/--
 
MBIA U.K. Insurance Ltd.
Financial Strength Rating
Local Currency BBB/Negative/-- BBB+/Negative/--
Financial Enhancement Rating
Local Currency BBB/--/-- BBB+/--/--
 
MBIA Inc.
Counterparty Credit Rating
Local Currency BB/Negative/-- BB+/Negative/--
Senior Unsecured BB BB+
 
MBIA Global Funding LLC
Senior Secured BBB BBB+
Senior Unsecured BBB BBB+”

Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

99.1      Press Release issued by National Public Finance Guarantee Corporation dated June 5, 2009.


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/ Ram D. Wertheim

Ram D. Wertheim

Chief Legal Officer

 

Date:

June 9, 2009


EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated June 9, 2009

Exhibit 99.1                  Press Release issued by National Public Finance Guarantee Corporation dated June 5, 2009.

EX-99.1 2 a5983400ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

National Public Finance Guarantee Corporation Comments on Standard & Poor’s Rating Action

ARMONK, N.Y.--(BUSINESS WIRE)--June 5, 2009--National Public Finance Guarantee Corporation (National), an indirect subsidiary of MBIA Inc. (NYSE: MBI), issued the following statement in response to the decision today by Standard & Poor’s Ratings Services (S&P) to downgrade its insurance financial strength rating to A with a Developing Outlook from AA- Credit Watch Developing.

“We regard today’s rating action as a temporary setback,” said Tom McLoughlin, National’s Chief Executive Officer. “National is a strong, well capitalized investment grade company, and it stands alone among its competitors as the only insurer dedicated exclusively to the U.S. public finance market with a large and diverse existing book of business and the full staff and infrastructure necessary to carry out its mission. We remain committed to the U.S. public finance market and plan to raise additional capital for National as soon as circumstances reasonably allow, with the goal of achieving the highest possible ratings over time to meet the municipal market’s demonstrable need for credit enhancement. National will vigorously contest the litigation that S&P references in its decision and is moving to dismiss the lawsuits as we believe they are baseless and directly challenge the approvals of the New York State Insurance Department.”


Forward-Looking Statements

This release contains statements about future results that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these statements are not guarantees of future performance. There are a variety of factors, many of which are beyond the control of MBIA Inc., which is the ultimate parent company of National Public Finance Guarantee Corporation, that affect the operations, performance, business strategy and results and could cause its actual results to differ materially from the expectations and objectives expressed in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. National and MBIA Inc. do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made. The reader should, however, consult any further disclosures MBIA Inc. may make in its future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.

National Public Finance Guarantee Corporation, headquartered in Armonk, New York is the world’s largest U.S. public finance-only financial guarantee insurance company, with offices in New York and San Francisco. National is a wholly owned, indirect subsidiary of MBIA Inc. (NYSE: MBI). Please visit National’s Web site at www.nationalpfg.com.

CONTACT:
National Public Finance Guarantee Corporation
Media:
Kevin Brown, +1-914-765-3648
Elizabeth James, +1-914-765-3889
or
Investor Relations:
Nick Sourbis, +1-914-765-3385

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