Item 1.01. Entry Into a Material Definitive Agreement.
On June 3, 2020, NMI Holdings, Inc., a Delaware corporation (the "Company"),
entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P.
Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the
several underwriters named therein (collectively, the "Underwriters"), pursuant
to which the Company agreed to sell to the Underwriters 13,800,000 shares of its
Class A common stock, par value $0.01 per share (the "Common Stock"), at a price
of $14.50 per share, upon the terms and conditions set forth in the Underwriting
Agreement. The Underwriting Agreement also grants the Underwriters a 30-day
option to purchase up to an additional 2,070,000 shares of Common Stock, which
was exercised in full on June 5, 2020. The Company estimates that the net
proceeds from the offering, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, will be
approximately $220 million. The Company intends to use the net proceeds from the
offering for general corporate purposes, including potential capital
contributions to support the growth of new business production and operations of
its subsidiaries.
The Company has made certain customary representations, warranties and covenants
in the Underwriting Agreement. The Company also has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The foregoing description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement, a copy of
which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The Common Stock was offered and sold in a public offering registered under the
Securities Act, pursuant to the Company's automatic shelf registration statement
on Form S-3 filed with the Securities and Exchange Commission on February 26,
2018, which was effective upon filing (Registration No. 333-223223), and was
offered pursuant to a prospectus supplement, dated June 3, 2020, and a base
prospectus, dated February 26, 2018, filed by the Company with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated June 3, 2020, by and between the
Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as
representatives of the several underwriters named therein.
5.1 Opinion of Wachtell, Lipton, Rosen & Katz regarding the legality of
shares of Common Stock offered.
23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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