0001181431-13-043864.txt : 20130808 0001181431-13-043864.hdr.sgml : 20130808 20130808213937 ACCESSION NUMBER: 0001181431-13-043864 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130805 FILED AS OF DATE: 20130808 DATE AS OF CHANGE: 20130808 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023915 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023916 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023917 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023920 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X Partners, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023921 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. DATE OF NAME CHANGE: 20081208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023918 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023922 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023914 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023919 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 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: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4/A 1 rrd387894.xml FORM 4/A X0306 4/A 2013-08-05 2013-08-07 0 0000814585 MBIA INC MBI 0001414565 Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001451560 Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 0 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 Common Stock issuable upon exercise of a warrant 9.59 2013-08-05 4 A 0 1 4.39 A 2013-08-05 2018-08-05 Common Stock 1910417 5 D This Form 4 is 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 (Continuation from footnote 1) Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC. Messrs. Kaye and Landy may be deemed to control the WP X Funds, WP X LP, WP X LLC, WPP LLC, WP and WP LLC. Each of the WP X Funds, WP X LP, WP X LLC, WPP LLC, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy is a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons." Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than the WP X Funds, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), that may be deemed to be beneficially owned by the WP X Funds. Each Warburg Pincus Reporting Person disclaims beneficial ownership of all of the Common Stock of the Issuer that may be deemed to be beneficially owned by the WP X Funds, except to the extent of any indirect pecuniary interest therein. On August 5, 2013, the Issuer 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 "Agreement"), between WP X, the Issuer and, solely for purposes of Section 1.3 of the Agreement, WP X Partners. The total purchase price for the New Warrant of $8,386,730.63 was reduced by a cash settlement payment of $1,124,212.81 owed by the Issuer to WP X pursuant to the Agreement. The net consideration of $7,262,517.82 was paid by surrendering to the Issuer 536,375 shares of Issuer's Common Stock owned by certain Warburg Pincus Reporting Persons based on a per share valuation of $13.54. The New Warrant is subject to the adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, business combinations and similar actions. Issuer's issuance of a warrant to Blue Ridge Investments, L.L.C. on May 6, 2013 under the settlement agreement with Bank of America Corporation triggered certain anti-dilution adjustments under 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 B-2 Warrant 1, the "Original Warrants"). (Continuation from footnote 5) Each Original Warrant is subject 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. These anti-dilution adjustments are being voluntarily reported; no transaction has taken place with respect to the Original Warrants. 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. Each of the Original Warrants is currently exercisable. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. This Form 4 Amendment is being filed solely to correct a typographical error in reporting this Price of Derivative Security figure in the original Form 4 filed on 8/7/2013. /s/ Scott A. Arenare, Title: Attorney-in-Fact 2013-08-08 EX-99.1 2 rrd348908_394986.htm SIGNATURES OF REPORTING PERSONS rrd348908_394986.html 

                                   EXHIBIT 99.1

                          SIGNATURES OF REPORTING PERSONS

After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this Form 4/A is true,
complete and correct.

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
                                                   --------------------
                                               Scott A. Arenare, Attorney-in-Fact*

                                               JOSEPH P. LANDY

                                               By: /s/ Scott A. Arenare
                                                   --------------------
                                               Scott A. Arenare, 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.