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): July 29, 2015
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.) |
1 Manhattanville Road, Suite 301 |
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))
Item 8.01. OTHER EVENTS.
The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 8.01 – Other Events of Form 8-K.
On July 29, 2015, MBIA Inc. (the “Company”) announced that the Company’s Board of Directors has authorized the repurchase by the Company or its subsidiaries of up to $100 million of its outstanding shares under a new share repurchase authorization, which supersedes and terminates the prior authorization.
A copy of the press release 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 Press Release issued by MBIA Inc., dated July 29, 2015.
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. |
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By: |
/s/ Ram D. Wertheim |
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Ram D. Wertheim |
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Chief Legal Officer |
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Date: |
July 29, 2015 |
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated July
29, 2015
99.1 |
Press Release issued by MBIA Inc., dated July 29, 2015. |
Exhibit 99.1
MBIA Inc. Announces New Share Repurchase Program and Termination of Existing Repurchase Program
PURCHASE, N.Y.--(BUSINESS WIRE)--July 29, 2015--MBIA Inc. (NYSE:MBI) (the Company) today announced that the Company’s Board of Directors has authorized the repurchase by the Company or its subsidiaries of up to $100 million of its outstanding shares under a new share repurchase authorization, which supersedes and terminates the prior authorization. The prior authorization had approximately $61 million of unused capacity at the time it was terminated. Repurchases by the Company or its subsidiaries will be subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Acquisitions in the repurchase program may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.
In 2015 to date, the Company and its subsidiaries repurchased 23.4 million shares of the Company’s outstanding shares at a total cost of $197 million. This amount included 11.6 million shares at a cost of $102 million in the second quarter, of which 8 million shares were purchased by National Public Finance Guarantee Corporation, the Company’s U.S. municipal bond insurance subsidiary, at a cost of $70 million in conjunction with a secondary offering by Warburg Pincus LLC.
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,” “estimate,” “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, the possibility that the Company will experience increased credit losses or impairments on public finance obligations we insure issued by state, local and territorial governments and finance authorities that are experiencing fiscal stress, the possibility that MBIA Corp. will have inadequate liquidity to pay expected claims as a result of increased losses on certain structured finance transactions, in particular residential mortgage-backed securities transactions that include a substantial number of ineligible mortgage loans, or a delay or failure in collecting expected recoveries, the possibility that loss reserve estimates are not adequate to cover potential claims, a disruption in the cash flow from our subsidiaries or an inability to access capital and our exposure to significant fluctuations in liquidity and asset values within the global credit markets as a result of collateral posting requirements, our ability to fully implement our strategic plan, including our ability to maintain high stable ratings for National and generate investor demand for our financial guarantees, deterioration in the economic environment and financial markets in the United States or abroad, and adverse developments in European sovereign credit performance, real estate market performance, credit spreads, interest rates and foreign currency levels, the effects of governmental regulation, including insurance laws, securities laws, tax laws, legal precedents and accounting rules; and uncertainties that have not been identified at this time. 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., headquartered in Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance for the public and structured finance markets. Please visit MBIA's website at www.mbia.com.
CONTACT:
MBIA Inc.
Media
Kevin Brown,
+1-914-765-3648
or
Investor Relations:
Greg Diamond,
+1-914-765-3190