0001181431-13-043865.txt : 20130808 0001181431-13-043865.hdr.sgml : 20130808 20130808213950 ACCESSION NUMBER: 0001181431-13-043865 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: LEE KEWSONG CENTRAL INDEX KEY: 0001220640 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 131023923 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4/A 1 rrd387905.xml FORM 4/A X0306 4/A 2013-08-05 2013-08-07 0 0000814585 MBIA INC MBI 0001220640 LEE KEWSONG C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 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 I See footnotes Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X") and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X, the "WP X Funds"), are the holders of (a) 45,622,877 shares of Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), and (b) warrants exercisable for 27,829,808 shares of Common Stock of the Issuer. Warrant balance reflects issuance of the New Warrant and anti-dilution adjustments to the Original Warrants. See footnotes (4), (5) and (6). Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP. Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC") is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WPP LLC, Warburg Pincus LLC, a New York limited liability company ("WP LLC") manages the WP X Funds. 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. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Kewsong Lee, herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock held by the WP X Funds or of any of the warrants exercisable for Common Stock held by the WP X Funds. Mr. Lee disclaims beneficial ownership of such Common Stock and such warrants exercisable for Common Stock, except to the extent of his pecuniary interest in such shares of Common Stock and in such warrants exercisable for Common Stock. 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 Reporting Persons based on a per share valuation of $13.54. The New Warrant is subject to 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. 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, Attorney-in-Fact for Kewsong Lee 2013-08-08 EX-24. 2 rrd348919_394947.htm POWER OF ATTORNEY rrd348919_394947.html 
POWER OF ATTORNEY

         The undersigned, Kewsong Lee, hereby constitutes and appoints each of
Scott A. Arenare, Timothy J. Curt and Steven G. Glenn, acting individually or
jointly, with full power of substitution and resubstitution, to have full power
and authority to act in his name, place, and stead and on the undersigned's
behalf as his true and lawful attorney-in-fact to:

        (1)     execute and deliver for and on behalf of the undersigned Forms
                3, 4 and 5 (including any amendments, corrections, supplements
                or other changes thereto) in accordance with Section 16(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act"), and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned that may be necessary or desirable to complete and
                execute any such Forms 3, 4 or 5 (including any amendments,
                corrections, supplements or other changes thereto) and timely
                file such Forms with the United States Securities and Exchange
                Commission and any stock exchange, self-regulatory association
                or any other authority or person as may be required by law; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required of, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in his discretion.

         The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is either
Warburg Pincus LLC, or any affiliates or subsidiaries thereof, or Warburg Pincus
& Co., or any affiliates or subsidiaries thereof, assuming, (i) any of the
undersigned's responsibilities to comply with the requirements of the Exchange
Act or any liability for the undersigned's failure to comply with such
requirements or (ii) any obligation or liability that the undersigned incurs for
profit disgorgement under Section 16(b) of the Exchange Act.

         This Power of Attorney shall continue in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to
the undersigned. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 7th day of September, 2012.

                                        Signature: /s/ Kewsong Lee
                                                   ----------------------------
                                        Name: Kewsong Lee