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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