other
jurisdiction in which such an offer or solicitation is unlawful.
The date of this Confidential Private Placement Memorandum is September 11,
2006.
The terms, "MBIF", "Company", "we", "our", and "us" refer to MBI Financial,
Inc. unless the context suggests otherwise. The terms "you" and "your" refer to
a prospective investor. The term "Common Stock" means MBIF's common stock, par
value $0.0167 per share. The term "Preferred Stock" means MBIF's preferred
stock, par value $0.10 per share.
Please read this Memorandum carefully. It describes the Company and its
financial condition and business.
Neither the delivery of this Memorandum nor the sale of the Notes means
that information contained in this Memorandum is correct or complete after the
date of this Memorandum. This document is not an offer to sell or solicitation
of an offer to buy the Notes in any circumstances under which the offer or
solicitation is unlawful.
FOR RESIDENTS OF ALL STATES
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTION ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL OFFERING MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
[Remainder of Page Intentionally Left Blank]
ii
IMPORTANT NOTICES
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM IS SUBMITTED IN CONNECTION
WITH THE PRIVATE PLACEMENT OF SENIOR SECURED NOTES OF AND BY MBI FINANCIAL, INC.
AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. ANY PERSON WHO ACCEPTS
DELIVERY OF THIS MEMORANDUM AGREES TO HOLD THIS MEMORANDUM IN CONFIDENCE AND, IF
THAT PERSON ELECTS NOT TO INVEST IN THE COMPANY, TO EITHER DESTROY OR RETURN
THIS MEMORANDUM ALONG WITH ALL DOCUMENTS RELATED TO THIS OFFERING AND/OR THE
COMPANY. THIS MEMORANDUM SUPERCEDES AND REPLACES ANY AND ALL OTHER MATERIAL
AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO THE PROSPECTIVE
INVESTOR WITH RESPECT TO THIS OFFERING, THE NOTES, AND/OR THE COMPANY. THIS
MEMORANDUM IS FOR THE EXCLUSIVE USE OF THE PROSPECTIVE INVESTOR WHOSE NAME
APPEARS ON THE COVER OF THIS MEMORANDUM AND IS NOT TO BE SHOWN TO ANY PERSON
OTHER THAN THE FINANCIAL OR LEGAL ADVISERS OF SUCH PROSPECTIVE INVESTOR.
REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN FULL OR IN PART, AND THE
DISCLOSURE OF ANY OF ITS CONTENTS, IS OTHERWISE PROHIBITED. THIS MEMORANDUM
CONSTITUTES AN OFFER ONLY IF A