MBIA Wins Consent

ARMONK, N.Y.–(BUSINESS WIRE)– MBIA Inc. (the “Company” or “MBIA”) (NYSE: MBI) announced today that it has successfully completed its consent solicitation resulting in the amendments to indentures governing its 6.40% Senior Notes due 2022, 7.00% Debentures due 2025, 7.15% Debentures due 2027, 6.625% Debentures due 2028 and 5.70% Senior Notes due 2034 (the “Notes”) described in the Company’s consent solicitation statement dated November 7, 2012 (the “Consent Statement“).

The amendments substitute one of the Company’s subsidiaries, National Public Finance Guarantee Corporation, for another subsidiary, MBIA Insurance Corporation, in the definitions of “Restricted Subsidiary” in the Indenture, dated as of August 1, 1990 (the “1990 Indenture”), and “Principal Subsidiaries” in the Senior Indenture, dated as of November 24, 2004 (the “2004 Indenture”), pursuant to which the Notes were issued.

MBIA received the consents of holders as of the record date of a majority in principal amount of all outstanding Notes under the 1990 Indenture voting as a single class and from holders as of the record date of a majority in principal amount of the outstanding 5.70% Senior Notes due 2034 issued under the 2004 Indenture, prior to the expiration time of the consent solicitation. As a result, MBIA and The Bank of New York Mellon, as trustee, have entered into supplemental indentures, which effect the above amendments to the 1990 Indenture and the 2004 Indenture described in the Consent Statement.

MBIA has made cash payments of $10.00 for each $1,000 in aggregate principal amount of Notes for which a consent was provided prior to the expiration time of the consent solicitation.

Deutsche Bank Securities Inc. acted as solicitation agent in connection with the consent solicitation.

MBIA also announced that it has repurchased approximately $170 million of outstanding principal amount of Notes issued under the 2004 Indenture in privately negotiated reverse inquiry transactions directly from holders as of the record date that had consented pursuant to the consent solicitation described above. MBIA has previously disclosed that it may repurchase its debt from time to time in the open market or in private transactions.

When MBI announced the consent they had 25% of the $568M of the 1990 debenture committed ($142M) and 3.5% of the 2004 indenture. These amounts seem to have been Berkowitz (was Sub post, paywall has been removed) and his Fairholme funds (filing). I say “seem” but I would be shocked if the exact same amount of debt Bruce owned were consented to prior to the offering from other parties. Common sense says that MBI would have gone to their largest individual bondholder first before launching the offering. Further, having him committed would have helped MBIA entice other bondholders to follow suit.

Additionally as we said last week MBI could also buyback a large chunk of the outstanding debt and remove the $BAC effort from the equation (that was a Sub post, paywall has been removed). This appears to be what they did buying back 51% of the 2004 Indenture.

Now that this has been accomplished, the next “event” is the hearing scheduled for 12/5-6. I expect $MBIA to be successful here (if it gets that far) and are still of the opinion $BAC settles before the hearing. $BAC has put large litigation to bed for the last few quarters. This would be good to do in Q4 before stress tests and them asking the Fed to be able to return capital to shareholders.

This keeps moving towards an inevitable settlement….