NMI Holdings, Inc. (“NMIH”) announced today that its wholly owned subsidiary, National Mortgage Insurance Corporation, intends to proceed with a capital markets-based reinsurance transaction with a newly-formed Bermuda special purpose insurer (the “Issuer”). In connection with the proposed transaction, (i) National Mortgage Insurance Corporation will purchase $211.3 million of excess of loss reinsurance protection from the Issuer, covering an existing portfolio of mortgage insurance policies and (ii) the Issuer will simultaneously issue $211.3 million of unregistered securities to third party capital markets investors that are linked to the reinsurance coverage. The Issuer is not a subsidiary or affiliate of NMIH.

The mortgage insurance-linked note offering launched today and is expected to close in the first week of May 2017, subject to market and other customary conditions. There can be no assurances that such offering or the related reinsurance transaction will be completed.

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report shall not constitute an offer to sell or a solicitation of an offer to buy any of the aforementioned securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful.

Certain statements in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995 (PSLRA). The PSLRA provides a “safe harbor” for any forward-looking statements. These statements are based upon our current belief as to the outcome and timing of future events. All statements included in this report other than statements of historical fact, including all statements regarding the proposed offering of the notes, are forward-looking statements, including any statements about our expectations, outlook, beliefs, predictions, forecasts, objectives, assumptions or future events. All forward-looking statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that may turn out to be inaccurate and could cause actual results to differ materially from those expressed in them. Many risks and uncertainties are inherent in our industry and markets. These risks and uncertainties also include, but are not limited to, those set forth under the heading “Risk Factors” detailed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016, as subsequently updated through other reports we file with the SEC. All subsequent written and oral forward-looking statements attributable to NMIH or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We caution you not to place undue reliance on any forward-looking statement, which speaks only as of the date on which it is made, and we undertake no obligation to publicly update or revise any forward-looking statement to reflect new information, future events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law.

The information disclosed under this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

About NMI Holdings, Inc. (NASDAQ:NMIH)

NMI Holdings, Inc. (NMIH) provides private mortgage guaranty insurance (MI) through its insurance subsidiaries. The Company’s insurance subsidiary, National Mortgage Insurance Corporation (NMIC), is an MI provider on loans purchased by Fannie Mae and Freddie Mac (collectively the Government-sponsored enterprises(GSEs)). The Company’s reinsurance subsidiary, National Mortgage Reinsurance Inc One, provides reinsurance to NMIC on certain loans insured by NMIC. MI protects mortgage lenders from default-related losses on residential mortgage loans made to home buyers making down payments of less than 20% of the home’s purchase price. The Company originates primary mortgage insurance coverage through its delegated and non-delegated underwriting programs. Its residential mortgage insurance products primarily provide first loss protection on loans originated by residential mortgage lenders and sold to the GSEs and on low down payment loans held by portfolio lenders.

NMI Holdings, Inc. (NASDAQ:NMIH) Recent Trading Information

NMI Holdings, Inc. (NASDAQ:NMIH) closed its last trading session up +0.18 at 12.12 with 363,898 shares trading hands.