New York Times
Story Is Inaccurate and
Misleading
Armonk, NY
– A story in the
New York Times
on June 18, entitled “MBIA
Debt is Setting Up a Quandary.”
contains inaccuracies
and is misleading. Following
are the specifics:
#1: The story leads with
the speculative question
of “whether regulators
will let MBIA…renege
on a promise to shore
up a crucial unit with
$900 million in capital.”
That phrasing is erroneous,
primarily because no such
“promise”
has ever been made. The
$900 million referenced
is part of the net proceeds
from the Company's $1.1
billion equity offering
that closed in February,
which was issued as part
of MBIA’s overall
capital strengthening
plan. The prospectus for
the offering stated in
the Use of Proceeds section:
“We estimate that
the net proceeds from
this offering and the
backstop commitment will
be approximately $959
million, after deducting
estimated expenses relating
to this offering and the
backstop commitment. The
net proceeds of this offering
and the backstop commitment
shall be used to support
our business plan and
operations.” No
promise was made to put
the capital in MBIA Insurance
Corporation.
In a January
9 press release,
MBIA said “Upon
successful completion
of its capital management
plan, the Company expects
to meet or exceed the
rating agencies' current
capital requirements for
MBIA to retain its Triple-A
ratings. Based
on discussions with the
rating agencies and the
commentary they have released
to the market, the Company
believes that the successful
implementation of this
capital plan will result
in a robust capital position
that will lead to stable
ratings.”
In a press release issued
the same day announcing
the issuance of a $1 billion
surplus notes offering,
MBIA said that as part
of its plan to
raise capital to meet
or exceed the rating agencies'
Triple-A requirements,
its primary insurance
operating subsidiary,
MBIA Insurance Corporation
(the "Insurance Company"),
intends to issue $1 billion
of surplus notes due 2033.
In a press release issued
on January 18, Gary Dunton,
former MBIA Chairman and
CEO, said, "We have
developed and are implementing
a comprehensive capital
strengthening plan in
good faith reliance on
Moody's stated requirements.
The plan includes the
Warburg Pincus commitment
for $500 million of new
equity and its agreement
to backstop a $500 million
rights offering, along
with the issuance of $1
billion of Surplus Notes
on January 16, 2008. We
have been proactive in
raising a substantial
amount of new capital
to support our Triple-A
ratings. We believe our
capital plan meets or
exceeds the requirements
previously outlined by
Moody's and the other
two major rating agencies.”
In two press releases
issued on February 6 and
February 7 related to
it’s equity offering
the Company stated that
it intends to contribute
most of the net proceeds
of the Insurance Company
“to support
its business plan”.
The Company’s business
plan has consistently
been to restore its stable
Triple-A ratings.
When S&P downgraded
MBIA to Double-A and Moody’s
placed MBIA’s rating
on credit watch and both
made it clear that their
actions were not a function
of capital adequacy, the
impetus for MBIA to contribute
the proceeds of the common
stock offering to support
its Triple-A ratings no
longer applied. To contribute
the capital at this stage
would simply not serve
the Company stated objective
of maintaining its Triple-A.
The amount of capital
that MBIA raised as part
of its capital strengthening
plan was based on the
amount that the rating
agencies indicated the
Company would need to
maintain its Triple-A
ratings plus a cushion.
The rating agencies are
now indicating that the
ratings of the Insurance
Company are dependent
on other factors besides
the amount of capital
or claims-paying resources
it has.
#2: In the second paragraph
the New York Times
article asserts, “Most
of these [credit default]
contracts stipulate that
if MBIA…is taken
over by state regulators…buyers
can demand payment immediately”
and references “the
threat that similar swaps
pose to MBIA." This
analysis is misleading.
Typically in MBIA’s
policies insuring CDS
contracts, there are no
provisions that allow
a counterparty to terminate
the insured CDS contract
and make a claim under
the policy, absent MBIA’s
bankruptcy or insolvency
or an MBIA payment default
on the policy insuring
the CDS contract. Each
insured CDS contract that
the Insurance Company
enters into is governed
by an International Swaps
and Derivatives Association,
Inc. (ISDA) Master Agreement
and Confirmation. MBIA’s
CDS contracts typically
conform to the Monoline
Supplement Agreement,
where a bankruptcy of
the credit support provider,
including the initiation
of a receivership proceeding
by the NYSID, would give
the counterparty the option
to terminate the swap
and receive a termination
payment; it would not
be an automatic termination
event. As MBIA’s
financial condition and
statutory capital are
very strong and its claims-paying
resources are in excess
of $16 billion, even mention
of such a bankruptcy or
insolvency proceeding
is highly theoretical
and extremely remote.
#3: The story further
speculates that, “Given…[this
threat], Mr. Dinallo is
unlikely to push for a
regulatory takeover.”
While it is inappropriate
for us to speak on behalf
of the NYSID, we believe
that our highly creditworthy
balance sheet and liquidity,
with over $16 billion
in claims-paying resources
make talk of a regulatory
takeover misleading and
irrelevant. S&P has
downgraded MBIA to Double-A,
which puts us in a rating
category of significant
financial strength. Other
financial institutions
with this rating include
AIG, Met Life and Citicorp.
What’s at issue
is the rating difference
between Triple-A and Double-A
credit quality; not the
difference between solvency
and insolvency. As Superintendent
Dinallo has stated repeatedly,
solvency is not the issue
we are dealing with. The
issue is whether the Company
deserves the highest credit
rating, or some level
below that.
#4: The article quotes
analyst Joshua Rosner
as saying, “It seems
to me that if Jay Brown
insists on putting the
money anywhere other than
at the insurance subsidiary
or through a new subsidiary
directly under it, he
is making a very clear
statement that he no longer
believes in the viability
of the Insurance Company
to meet its obligations.”
Of course, Mr. Rosner
has no way of knowing
Mr. Brown’s thinking
and, indeed, everything
Mr. Brown has said publicly
runs counter to Rosner’s
conjecture. In fact, it
is because of the
high capital adequacy
and liquidity of MBIA
Insurance Corporation
that we don’t believe
there is a need to contribute
additional capital. The
facts are that Jay Brown
has repeatedly said that
our policyholders are
our first priority, and
that we will meet all
of our obligations. MBIA
has more than $16 billion
in claims-paying resources
to support policyholders.
In his letter to owners
on June 11, Mr. Brown
wrote, “This management
team and Board have always,
and always will, pursue
the objective of maximizing
shareholder value over
the long-term while being
able to meet our obligations
to policyholders.”
In Jay Brown’s
“Principles
and Decisions Guiding
MBIA’s Transformation
February 25”,
the first item is: “1.
We are committed to protect
all of MBIA’s policyholders.”
#5: The article references
“rising losses on
the $230 billion in mortgage
and related securities.”
This is incorrect. MBIA
has approximately $69
billion in mortgage and
residential real estate-related
exposure, —as was
disclosed in our Operating
Supplement for the first
quarter of 2008. Furthermore,
in MBIA’s first
quarter 2008 financial
results press release,
we stated, “As a
result of this review,
the Company recognized
a total of $1.34 billion
of pre-tax impairments
and loss reserves on its
housing-related insured
portfolio in the quarter,
bringing the cumulative
total of incurred pre-tax
credit losses for housing-related
exposures to $2.15 billion
over the past two quarters.
The impairments and loss
reserves are expressed
on a net present value
basis and are expected
to be paid out over the
next four years for direct
and multi-sector CDO squared
exposures, and up to 30
to 40 years for the Company's
insured multi-sector collateralized
debt obligations ("CDOs").
The Company does not
anticipate material additional
impairment for these exposures
in the foreseeable future,
unless the U.S. housing
and mortgage markets perform
materially worse than
MBIA is projecting.”
#6: The article reports,
“MBIA has written
$137 billion in swaps,
which are privately traded
insurance contracts that
let people bet on companies’
financial health.”
This is not true for MBIA’s
credit default swaps contracts.
MBIA does not provide
insurance for single-name
corporate obligors, rather
for structured securitizations.
All these facts stated
above have been a part
of the public record through
various and widely distributed
letters and statements
from the Company. We have
also provided lengthy
background to the reporters
on this article in recent
days. We believe that
ignoring key facts –
in favor of speculation
and error – is simply
irresponsible, and we
would suggest that readers
regard this story as incomplete
and unreliable.
###
Footnotes for point #1
The prospectus for the
offering stated in the
Use of Proceeds section:
“We estimate that
the net proceeds from
this offering and the
backstop commitment will
be approximately $959
million, after deducting
estimated expenses relating
to this offering and the
backstop commitment. The
net proceeds of this offering
and the backstop commitment
shall be used to support
our business plan and
operations.”
• Our press release
of February 7, “MBIA
Prices and Increases Its
Equity Offering to $1
Billion,” states:
“The Company intends
to contribute most of
the net proceeds of the
offering to the surplus
of its subsidiary, MBIA
Insurance Corporation,
to support its business
plan.”
• Financial
Results release on May
12 states, “After
consultation with the
New York State Insurance
Department, MBIA Inc.
has decided to contribute
$900 million of the proceeds
of the offering to its
insurance subsidiaries
in the next 10 to 30 days.
This contribution is consistent
with our previously announced
capital strengthening
plan and is intended to
support MBIA Insurance
Corporation's Triple-A
ratings and existing and
future policyholders.
After such contribution,
MBIA Inc. will have sufficient
cash and short-term assets
to cover its projected
annual cash needs for
more than four years,
even without any dividends
from MBIA Insurance Corporation.”
• On June
11, MBIA issued
the following release,
“MBIA Issues
Statement on $900 Million
Capital Deployment,”
and stated, "When
we reported our first
quarter financial results
on May 12, 2008, we said
that we would downstream
$900 million in proceeds
from our recent public
equity offering from the
holding company to our
insurance subsidiaries
to support our Triple-A
ratings," said C.
Edward "Chuck"
Chaplin, Chief Financial
Officer. "We said
then that we would complete
the transfer in 30 days
or sooner and this deadline
is now upon us. However,
our landscape has changed.
"Last week, the
actions taken and statements
made by both Moody's and
Standard & Poor's
made it clear that, at
this point, maintaining
Triple-A ratings for MBIA
Insurance Corporation
would be dependent on
other factors besides
the amount of capital
or claims-paying resources
we have," said Mr.
Chaplin. "Our capital-raising
efforts since the fourth
quarter of 2007, which
put us at the forefront
of the industry, were
completed to meet the
rating agencies' capital
requirements to maintain
a Triple-A rating. Our
liquidity and ability
to pay claims have never
been an issue.
"In fact, we have
stated from the beginning
that we believe MBIA Insurance
Corporation has substantially
more claims-paying resources
and liquidity than it
will need to satisfy fully
all policyholder obligations
on a timely basis,"
said Mr. Chaplin. "Now
that the landscape has
changed, we will re-evaluate
our business strategies
and capital deployment
plans, including the deployment
of the $900 million proceeds,
while balancing our obligations
to policyholders with
optimizing returns to
our shareholders. A high
priority is pursuing opportunities
to support the bond insurance
market as a whole. We
are actively pursuing
such solutions in conjunction
with the New York State
Insurance Department and
other stakeholders."
Footnote for point #3
On June 11,
MBIA issued the following
release, “MBIA
Issues Statement on $900
Million Capital Deployment,”
and stated, "In fact,
we have stated from the
beginning that we believe
MBIA Insurance Corporation
has substantially more
claims-paying resources
and liquidity than it
will need to satisfy fully
all policyholder obligations
on a timely basis,"
said Mr. Chaplin. "Now
that the landscape has
changed, we will re-evaluate
our business strategies
and capital deployment
plans, including the deployment
of the $900 million proceeds,
while balancing our obligations
to policyholders with
optimizing returns to
our shareholders. A high
priority is pursuing opportunities
to support the bond insurance
market as a whole. We
are actively pursuing
such solutions in conjunction
with the New York State
Insurance Department and
other stakeholders."