Issuer:
|
MGIC Investment Corporation, which is referred to below as MGIC, the company and the holding company | |
Common stock offered:
|
37,333,333 | |
Shares outstanding after this offering(1):
|
119,352,499 | |
Public offering price:
|
$11.25 per share | |
New York Stock Exchange Symbol:
|
“MTG” | |
Gross proceeds:
|
$420,000,000 | |
Use of proceeds:
|
To increase the capital of Mortgage Guaranty Insurance Corporation in order to enable it to expand the volume of its new business and for the company’s general corporate purposes. The company intends to retain proceeds of approximately $88 million at the holding company, which represents three years of interest payments on the debentures referred to in footnote (1). | |
Settlement date:
|
March 28, 2008 |
| (1) | The number of shares outstanding after this offering is based on shares outstanding as of February 29, 2008. If the underwriters exercise their option to purchase additional shares in the offering in full, MGIC will issue and sell an additional 5,600,000 shares of common stock. The number of shares outstanding does not give effect to the conversion option of MGIC’s $325,000,000 aggregate principal amount of 9% Convertible Junior Subordinated Debentures due 2063 (or up to $65,000,000 additional aggregate principal amount of such debentures which may be issued in the next 30 days pursuant to an option granted to the initial purchasers thereof). The debentures are being offered to a limited number of “qualified institutional buyers” by means of a concurrent private placement pursuant to Rule 144A under the Securities Act of 1933, as amended. The convertible debentures are convertible into MGIC’s common stock at an initial rate of 74.0741 shares per $1,000 principal amount of the convertible debentures, subject to adjustment under certain conditions. |
1
| • | on an actual basis, and | ||
| • | on an as adjusted basis to give effect to the following transactions, as if each such transaction had occurred on December 31, 2007: |
| • | this offering of common stock; and | ||
| • | the concurrent private placement of convertible debentures. |
| At December 31, 2007 | ||||||||
| As Adjusted | ||||||||
| Actual | Offerings (1) | |||||||
| (in thousands of dollars) | ||||||||
| (unaudited) | ||||||||
Long-term debt: |
||||||||
Credit facility expiring in 2010 |
$ | 300,000 | $ | 300,000 | ||||
5.625% senior notes due 2011 |
200,000 | 200,000 | ||||||
5.375% senior notes due 2015 |
300,000 | 300,000 | ||||||
Total senior long-term debt |
800,000 | 800,000 | ||||||
9% convertible junior subordinated debentures due 2063 offered. |
— | 325,000 | ||||||
Total long-term debt |
800,000 | 1,125,000 | ||||||
Shareholders’ equity: |
||||||||
Common
stock, $1 par value (300,000,000 shares authorized, 123,067,426 and 160,400,759 shares issued and 81,793,185 and 119,126,518 shares outstanding on an
actual and as adjusted basis, respectively) |
123,067 | 160,401 | ||||||
| Paid-in capital | 316,649 | 679,966 | ||||||
Treasury stock |
(2,266,364 | ) | (2,266,364 | ) | ||||
Accumulated
other comprehensive income, net of tax |
70,675 | 70,675 | ||||||
Retained earnings |
4,350,316 | 4,350,316 | ||||||
Total shareholders’ equity |
2,594,343 | 2,994,994 | ||||||
Total capitalization |
$ | 3,394,343 | $ | 4,119,994 | ||||
| (1) | Assumes that the underwriters will not exercise their option to purchase 5,600,000 additional shares in the offering. Also assumes that the initial purchasers will not exercise their option to purchase $65,000,000 aggregate principal amount of additional debentures in the concurrent private placement. |
2