Item 8.01 Other Events



On June 3, 2020, NMI Holdings, Inc. (the "Company") issued a press release
announcing the pricing of its previously announced underwritten registered
public offering of 13,800,000 shares of Class A common stock, par value $0.01
per share, at a public offering price of $14.50 per share. The underwriters have
a 30-day option to purchase up to 2,070,000 additional shares of Class A common
stock at the public offering price, less underwriting discounts and commissions,
from the Company, which option was exercised in full on June 5, 2020. The
offering is expected to close on June 8, 2020, subject to customary closing
conditions. The Company expects net proceeds of this offering, after deducting
underwriting discounts and commissions and before expenses, of approximately
$220 million. The Company intends to use the net proceeds of the offering for
general corporate purposes, including potential capital contributions to support
the growth of new business production and operations of its subsidiaries. A copy
of the press release is filed herewith as Exhibit 99.1 to this report, which is
incorporated herein by reference.
On June 5, 2020, the Company issued a press release announcing the upsize and
pricing of its previously announced private offering of senior secured notes due
2025 (the "Notes") in an aggregate principal amount of $400,000,000, which
represents an increase of $100,000,000 in aggregate principal amount from the
previously announced proposed offering size. The offering is expected to close
on June 19, 2020, subject to customary closing conditions. The Company intends
to use the net proceeds of the offering to retire the Company's existing $147
million term loan and for general corporate purposes, including potential
capital contributions to support the growth of new business production and
operations of its subsidiaries. The Notes will be fully and unconditionally
guaranteed on a first priority secured basis (subject to permitted liens and
certain other exceptions) by NMI Services, Inc., and each future subsidiary of
the Company that guarantees the obligations under the Company's existing secured
credit facility or under certain other future debt of the Company. A copy of the
press release is filed herewith as Exhibit 99.2 to this report, which is
incorporated herein by reference.
This report does not constitute an offer to sell or the solicitation of an offer
to buy the Notes, guarantees, shares of Class A common stock or any other
securities, nor shall it constitute an offer to sell, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
Any offers of the Notes will be made only by means of a confidential offering
memorandum, and any offers of the Company's Class A common stock will be made
only by means of a prospectus and the related prospectus supplement.
Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description 99.1 NMI Holdings, Inc. Press Release Date d June 3, 2020 99.2 NMI Holdings, Inc. Press Release Dated June 5, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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