Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

Copy to:

IGOR KIRMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000

(Date of Event Which Requires Filing of this Statement)

 

 

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of common stock, par value $1.00 per share (the “Common Stock”), of MBIA Inc. (“MBIA”).

¶ Includes shares of Common Stock beneficially owned by Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership (together with Warburg Pincus Private Equity X, L.P., “WP X LP”).

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

† The information set forth in Items 4, 5 and 6 is incorporated herein by reference.

‡ Includes warrants currently exercisable for 11,502,704 shares of Common Stock of MBIA.

* Calculation based on the total number of shares of Common Stock outstanding calculated as the sum of 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to WP X on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants).

This Amendment No. 2 (this “Amendment”) further amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 30, 2008 and as amended by Amendment No. 1 on February 14, 2008 (as amended, this “Schedule 13D”) and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (including Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “WP X”), Warburg Pincus X L.P., a Delaware limited partnership and the general partner of WP X (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the general partner of WP X LP (“WP X LLC”), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP X LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP X (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Warburg Pincus Reporting Persons”). This Amendment relates to the common stock, par value $1.00 per share (the “Common Stock”), of MBIA Inc., a Connecticut corporation (“MBIA”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by inserting the following at the end thereof:

WP X purchased a total of 2,728,764 shares of Common Stock pursuant to the open market transactions set forth on Exhibit 99.1 for $6,609,891.80, net of brokerage amounts. WP X obtained the funds from working capital.

Item 5. Interest in Securities of the Issuer

Items 5(a) and 5(b) are hereby amended by replacing them in their entirety with the following:

(a) WP X is (i) the beneficial owner of 15,491,569 shares of Common Stock (over which it exercises both voting and investment power), (ii) the indirect beneficial owner of the 9,951,760 Voting Trust Shares (over which it exercises investment power), (iii) the 15,377,062 Voting Trust II Shares (over which it exercises investment power), (iv) the beneficial owner of warrants currently exercisable for a total of 11,502,704 shares of Common Stock (8,755,499 of which warrants were previously immediately exercisable, but as a result of receipt of MBIA shareholders approval on May 1, 2008, such warrants are currently exercisable for 11,502,704 shares of Common Stock), and (v) 2,728,764 shares of Common Stock (over which it exercises investment power) which were purchased pursuant to the open market transactions set forth on Exhibit 99.1 and which will be deposited by WP X into a voting trust pursuant to a Voting Trust II Agreement), collectively representing approximately 25.0% of the outstanding shares of Common Stock (based on the 208,713,676 shares of MBIA Common Stock outstanding as of February 25, 2009, as disclosed in MBIA’s Annual Report on Form 10-K for the year ended December 31, 2008, plus the 11,502,704 shares of Common Stock for which warrants issued to Warburg Pincus Private Equity X, L.P. on January 30, 2008 are currently exercisable (as adjusted by certain anti-dilution adjustments under the terms of such warrants)). The Warburg Pincus Reporting Persons do not expect to have the right to acquire beneficial ownership of additional shares of Common Stock within sixty days by virtue of WP X’s ownership of the warrants, B-warrants or of the B2-warrants. Due to their respective relationships with WP X and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 55,051,859 shares of Common Stock and warrants currently exercisable for a total of 11,502,704 shares of Common Stock. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy disclaims beneficial ownership of the shares of Common Stock and the Warrants in which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the Common Stock or the Warrants in which WP X has beneficial ownership.

(b) See Item 5(a) above.

Item 5(c) is hereby amended by inserting the following at the end thereof:

(c) On March 5, 2009 and March 6, 2009, the 2,728,764 shares of Common Stock purchased by WP X, as set forth in Exhibit 99.1, will be deposited by WP X into a voting trust pursuant to the Voting Trust II Agreement. Except as set forth in Exhibit 99.1, within the last 60 days, no other transactions in shares of the Common Stock or derivative securities were effected by the Warburg Pincus Reporting Persons.

Item 6. Interest in Securities of the Issuer

Item 6 is hereby amended by inserting the following at the end thereof:

The 2,728,764 shares of Common Stock purchased by WP X, as set forth in Exhibit 99.1, will be deposited by WP X into a voting trust pursuant to the Voting Trust II Agreement. A summary of the Voting Trust II Agreement is included in Amendment No. 1 and is not intended to be complete and is qualified in its entirety by reference to the full text of the Voting Trust II Agreement, a copy of which is being filed as Exhibit 9 to this Schedule 13D, and which is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 9, 2009

INDEX OF EXHIBITS

Exhibit 1		Joint Filing Agreement, dated as of February 8, 2008, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X L.P., Warburg Pincus X LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy*
Exhibit 2		Amended and Restated Investment Agreement, dated as of February 6, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008)
Exhibit 3		Warrant, dated as of January 30, 2008, to purchase 8,698,920 Shares of Common Stock of MBIA Inc.*
Exhibit 4		B-Warrant, dated as of January 30, 2008, to purchase 7,430,112 Shares of Common Stock of MBIA Inc.*
Exhibit 5		Voting Trust Agreement, dated as of January 30, 2008, by and among MBIA Inc., Warburg Pincus Private Equity X, L.P. and U.S. Bank National Association*
Exhibit 6		B2-Warrant, dated as of February 6, 2008, to purchase 3,870,000 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008)
Exhibit 7		B2-Warrant, dated as of February 6, 2008, to purchase 130,000 Shares of Common Stock of MBIA Inc. (incorporated by reference to Exhibit 4.2 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008)
Exhibit 8		Form of Certificate of Amendment (incorporated by reference to Exhibit D of Exhibit 10.1 to MBIA Inc.’s Current Report on Form 8-K, filed on February 7, 2008)
Exhibit 9		Voting Trust II Agreement, dated as of February 13, 2008, by and among MBIA Inc., Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and U.S. Bank National Association*
Exhibit 10		Letter Agreement, dated as of February 13, 2008, by and between MBIA Inc. and Warburg Pincus Private Equity X, L.P.*
Exhibit 99.1		Trading Data