| Item 1.01. | Entry into a Material Definitive Agreement. |
Offering of Senior Notes
On August 12, 2020, MGIC Investment Corporation (the “Company”) completed its public offering (the “Offering”) of $650,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2028 (the “Notes”). In connection with the Offering, on August 6, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as the representative of the underwriters listed therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriters agreed to purchase for resale to the public, subject to the terms and conditions expressed therein, the Notes.
The Notes are the Company’s unsecured senior obligations. The Notes will pay interest semi-annually on February 15 and August 15 of each year at a rate of 5.250% per year, beginning February 15, 2021, and will mature on August 15, 2028.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Notes were issued under the Indenture, dated October 15, 2000 (the “Base Indenture”), between the Company and U.S. Bank National Association, as successor Trustee (the “Trustee”), as amended and supplemented by the Fourth Supplemental Indenture, dated August 12, 2020, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Indenture provides for customary events of default and further provides that the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence of certain events of default after the expiration of any applicable grace period. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its significant subsidiaries, all outstanding Notes under the Indenture will become due and payable immediately. The description of the Supplemental Indenture set forth above does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Notes were offered and sold pursuant to the Registration Statement that the Company filed with the Securities and Exchange Commission on May 8, 2019, under the Securities Act of 1933, as amended including the prospectus constituting a part thereof, dated May 8, 2019, and the prospectus supplement, dated August 6, 2020, filed by the Company with the Securities and Exchange Commission. The Company is filing certain exhibits as part of this Current Report on Form 8-K for purposes of the Registration Statement.
The Company used a portion of the net proceeds from the Offering to finance a cash tender offer for any and all of the $425 million outstanding aggregate principal amount of the Company’s previously issued 5.750% Senior Notes due 2023 (the “2023 Senior Notes”). The Company also used a portion of the net proceeds from the Offering to purchase $38.6 million aggregate principal amount of its 9% Convertible Junior Subordinated Debentures due 2063 (the “2063 Debentures”). Any remaining proceeds will be added to the Company’s funds available for general corporate purposes.
