UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 3, 2020
NMI Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Delaware | 001-36174 | 45-4914248 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
2100 Powell Street, 12th Floor, Emeryville, CA
(Address of Principal Executive Offices)
94608
(Zip Code)
(855) 530-6642
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 | NMIH | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On June 3, 2020, NMI Holdings, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced underwritten registered public offering of 13,800,000 shares of Class A common stock, par value $0.01 per share, at a public offering price of $14.50 per share. The underwriters have a 30-day option to purchase up to 2,070,000 additional shares of Class A common stock at the public offering price, less underwriting discounts and commissions, from the Company, which option was exercised in full on June 5, 2020. The offering is expected to close on June 8, 2020, subject to customary closing conditions. The Company expects net proceeds of this offering, after deducting underwriting discounts and commissions and before expenses, of approximately $220 million. The Company intends to use the net proceeds of the offering for general corporate purposes, including potential capital contributions to support the growth of new business production and operations of its subsidiaries. A copy of the press release is filed herewith as Exhibit 99.1 to this report, which is incorporated herein by reference.
On June 5, 2020, the Company issued a press release announcing the upsize and pricing of its previously announced private offering of senior secured notes due 2025 (the “Notes”) in an aggregate principal amount of $400,000,000, which represents an increase of $100,000,000 in aggregate principal amount from the previously announced proposed offering size. The offering is expected to close on June 19, 2020, subject to customary closing conditions. The Company intends to use the net proceeds of the offering to retire the Company’s existing $147 million term loan and for general corporate purposes, including potential capital contributions to support the growth of new business production and operations of its subsidiaries. The Notes will be fully and unconditionally guaranteed on a first priority secured basis (subject to permitted liens and certain other exceptions) by NMI Services, Inc., and each future subsidiary of the Company that guarantees the obligations under the Company’s existing secured credit facility or under certain other future debt of the Company. A copy of the press release is filed herewith as Exhibit 99.2 to this report, which is incorporated herein by reference.
This report does not constitute an offer to sell or the solicitation of an offer to buy the Notes, guarantees, shares of Class A common stock or any other securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a confidential offering memorandum, and any offers of the Company's Class A common stock will be made only by means of a prospectus and the related prospectus supplement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
NMI Holdings, Inc.
(Registrant)
| | | | | | | | |
| Date: June 5, 2020 | By: | /s/ Nicole C. Sanchez |
| | Nicole C. Sanchez |
| | VP, Associate General Counsel |
