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Rating Action:

Moody's downgrades MBIA Insurance Corporation to Caa2 and MBIA Inc. to Caa1

19 Nov 2012

New York, November 19, 2012 -- Moody's Investors Service has downgraded to Caa2, from B3, the insurance financial strength rating of MBIA Insurance Corporation (MBIA Corp.) and to Caa1, from B2, the senior debt rating of MBIA Corp.'s parent company, MBIA Inc. The MBIA Corp. rating action concludes a review initiated in December 2011. The ratings outlooks for both companies are developing.

Today's rating actions have implications for various transactions wrapped by MBIA Insurance Corporation as discussed later in this press release.

RATING RATIONALE -- MBIA INSURANCE CORPORATION

Moody's stated that the downgrade of MBIA Corp. to Caa2, from B3, reflected a number of factors:

1) The insurer's weak liquidity position. At September 30, 2012, MBIA Corp. had approximately $386 million of liquid assets -- a modest amount relative to the insurer's contingent liabilities;

2) Ongoing deterioration of MBIA's commercial real estate portfolio that could lead to meaningful claims in the near future and threaten MBIA's already strained liquidity;

3) The likelihood that any potential global settlement with Bank of America over outstanding claims would be consummated at terms characteristic of a distressed exchange;

4) The likelihood of a claims payment deferral or other regulatory intervention at MBIA Corp. absent a settlement with Bank of America should significant claims materialize.

Last week, Bank of America Corporation announced that it had made a tender offer to purchase at par any and all of MBIA Inc.'s outstanding senior notes due 2034. The tender offer follows MBIA's announcement on 7 November that it would solicit consent from its senior noteholders to amend its debt indentures by substituting National Public Finance Guarantee Corporation for MBIA Corp. in the definitions of "Restricted Subsidiary" and "Principal Subsidiary." The proposed indenture amendments, if approved by more than 50% of the noteholders of each series of MBIA Inc. notes, would allow MBIA Inc. to avoid a default on its own debt if MBIA Corp. were placed into a rehabilitation or liquidation proceeding. BAC's tender offer on 13 November seeks to obtain ownership of at least 50% of one series of MBIA notes in order to block MBIA's consent solicitation.

The insurance financial strength rating of MBIA Mexico, S.A. de C.V. was also downgraded to Caa2 (national scale rating of Caa2.mx) with a developing outlook, given its reliance on the support from MBIA Corp.

The developing outlook of MBIA Corp. reflects the meaningful uncertainty faced by MBIA Corp. and the potential that a global settlement between MBIA and Bank of America could lead to either an improvement or deterioration in the credit profile of the insurer, depending on the specific terms.

Rating Drivers -- MBIA Insurance Corporation

Moody's cited the following factors that could lead to a rating upgrade for MBIA Insurance Corporation:

- A global settlement between Bank of America and MBIA that would leave MBIA Corp. solvent

- Substantial improvements in MBIA Corp.'s commercial real estate exposure that would limit its potential claims

- A meaningful capital infusion into MBIA Corp.

Moody's cited the following factors that could lead to a rating downgrade for MBIA Insurance Corporation:

- Inability to reach a global settlement with Bank of America that would leave MBIA corp. solvent

- Regulatory intervention that could reduce or disrupt payment of claims, such as a payment deferral plan or rehabilitation, that would cause significant loss severity to policyholders incommensurate with the current rating

Not affected by today's rating actions were MBIA UK Insurance Limited (insurance financial strength of B3, under review for downgrade) and National Public Finance Guarantee Corporation (MBIA National financial strength of Baa2, negative outlook).

RATING RATIONALE -- MBIA INC.

The rating agency commented that the downgrade of MBIA Inc.'s senior debt to Caa1 reflects:

1) The ongoing stress at MBIA Corp. and the risk of claims payment deferral or other regulatory action including potentially a rehabilitation or an insolvency proceeding, in the event that MBIA and Bank of America cannot reach a global settlement that would leave MBIA solvent;

2) The credit linkage between MBIA Inc. and its MBIA Corp. subsidiary given the cross default provision in MBIA Inc.'s senior debt indentures. A rehabilitation proceeding at MBIA Corp. is an event of default;

3) The limited liquidity at MBIA Inc. relative to potential debt repayments due under a possible cross default with MBIA Corp. At September 30, 2012, MBIA Inc. had $432 million of liquid assets and $897 million of senior notes outstanding;

4) Bank of America's recent tender offer on one class of MBIA Inc.'s senior bonds which, if successful, could prevent MBIA from completing a consent solicitation that would have removed the cross default provision between MBIA Corp. and MBIA Inc.

The developing outlook of MBIA Inc., similar to the outlook on MBIA Corp., reflects the divergent possibilities for its credit profile over the near-to-medium term.

Rating Drivers -- MBIA Inc.

Moody's cited the following factors that could lead to a rating upgrade for MBIA Inc.:

- A successful consent solicitation from MBIA that would further delink MBIA Inc. from its MBIA Corp. subsidiary

- A material strengthening of MBIA Inc.'s liquidity through dividends and/or potential capital raises

- A global settlement between MBIA and Bank of America that would leave MBIA Corp. solvent

Moody's cited the following factors that could lead to a rating downgrade for MBIA Inc.:

- Further deterioration at MBIA Corp. that increases the risks of an insolvency proceeding

- A successful tender offer by Bank of America that would keep the cross default provisions in debt indentures

- Further deterioration of MBIA Inc.'s liquidity

TREATMENT OF WRAPPED TRANSACTIONS

Moody's ratings on securities that are guaranteed or "wrapped" by a financial guarantor are generally maintained at a level equal to the higher of the following: a) the rating of the guarantor (if rated at the investment grade level); or b) the published underlying rating (and for structured securities, the outlined in Moody's special comment entitled "Assignment of Wrapped Ratings When Financial Guarantor Falls Below Investment Grade" (May 2008); and Moody's November 10, 2008 announcement entitled "Moody's Modifies Approach to Rating Structured Finance Securities Wrapped by Financial Guarantors".

In light of today's downgrade to Caa2 and developing outlook of MBIA Insurance Corp.'s rating, Moody's will adjust the rating of securities wrapped by MBIA Corp. based on the approach discussed above.

LIST OF RATING ACTIONS

The following ratings have been downgraded:

MBIA Inc. -- senior unsecured debt to Caa1 developing, from B2

MBIA Insurance Corporation: Insurance financial strength to Caa2 developing, from B3; surplus notes to C (hyb) from Caa3 (hyb) ; and preferred stock to C (hyb) from Ca (hyb)

MBIA Mexico S.A. de C.V. -- insurance financial strength to Caa2 developing, from B3; and national scale insurance financial strength to Caa2.mx developing, from B1.mx

The last rating action was on 19 December 19 2011 when Moody's downgraded MBIA Inc. to B2.

The principal methodology used in this rating was Moody's Rating Methodology for the Financial Guaranty Insurance Industry, published in September 2006. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

OVERVIEW OF MBIA

MBIA Inc. (NYSE: MBI) provides financial guarantees to issuers in the municipal and structured finance markets in the United States, as well as internationally. MBIA also offers various complementary services, such as investment management and municipal investment contracts.

Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations.

NOTE: Moody's National Scale Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale ratings in that they are not globally comparable with the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".mx" for Mexico. For further information on Moody's approach to national scale ratings, please refer to Moody's Rating Implementation Guidance published in October 2012 entitled "Mapping Moody's National Scale Ratings to Global Scale Ratings.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Information sources used to prepare the rating are the following : parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Helen Remeza
Vice President - Senior Analyst
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Stanislas Rouyer
Associate Managing Director
Financial Institutions Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's downgrades MBIA Insurance Corporation to Caa2 and MBIA Inc. to Caa1
No Related Data.
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