Radian Announces Offer to Exchange Outstanding Debt Securities
PHILADELPHIA--(BUSINESS WIRE)--Dec. 3, 2012--
Radian Group Inc. (NYSE: RDN) today announced the commencement of an
offer to eligible holders to exchange any and all of Radian’s
outstanding 5.375% Senior Notes due June 15, 2015 (the “Old Notes”) for
a new series of 9.000% Senior Notes due June 15, 2017 (the “New Notes”)
and additional cash consideration, in certain circumstances, as
described below (the “Exchange Offer”) for purposes of improving its
debt maturity profile. As of the date hereof, $250 million aggregate
principal amount of the Old Notes are outstanding.
The Exchange Offer is being conducted upon the terms and subject to the
conditions set forth in the Offer to Exchange memorandum, dated December
3, 2012, and the related letter of transmittal (the “Offering
Documents”). The Exchange Offer is only being made, and copies of the
Offering Documents will only be made available, to holders of the Old
Notes who have certified to Radian Group Inc. in an eligibility letter
as to certain matters, including (i) in the United States their status
as “Qualified Institutional Buyers,” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), in a private transaction in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
4(a)(2) thereof or (ii) outside the United States, that they are persons
other than “U.S. persons,” as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in compliance with Regulation S
under the Securities Act (“Eligible Holders”). Copies of the eligibility
letter are available to holders of Old Notes through the information
agent, Global Bondholder Services Corporation, at (866) 873-6300 (toll
free) or (212) 430-3774 (for banks and brokers).
The total exchange consideration to be received by tendering Eligible
Holders of the Old Notes will consist of (i) an equal principal amount
of New Notes for each $1,000 principal amount of outstanding Old Notes
tendered and accepted, and (ii) an early participation payment of $25.00
in cash for each $1,000 principal amount of Old Notes tendered and
accepted, which will be paid only to Eligible Holders who tender their
Old Notes on or before 5:00 p.m., New York City time, on December 14,
2012 (the “Early Participation Date”). In addition, Eligible Holders
whose Old Notes are accepted for exchange will receive a cash payment
representing accrued and unpaid interest for such Old Notes from
December 15, 2012, the most recent payment date for interest on the Old
Notes to, but not including, the settlement date, which is expected to
be on January 4, 2013 (the third business day after the Expiration Date,
as defined below).
One of the holders of Old Notes has agreed, subject to customary
conditions, to tender an aggregate principal amount of $167 million of
such notes in the Exchange Offer prior to the Early Participation Date.
In exchange for such holder's commitment to participate in the Exchange
Offer, we will pay a lock-up fee to such holder.
The Exchange Offer will expire at 11:59 p.m., New York City time, on
December 31, 2012, unless extended or terminated (the “Expiration
Date”). Old Notes validly tendered may be withdrawn at any time on or
before 5:00 p.m. New York City time, on December 14, 2012 (the
“Withdrawal Date”). However, Old Notes tendered before or after the
Withdrawal Date may not be withdrawn after the Withdrawal Date unless
such date (or in certain circumstances the Expiration Date) is extended
or unless required by law.
The New Notes have not been registered under the Securities Act or any
state securities laws. Therefore, the New Notes may not be offered or
sold in the United States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state securities
laws.
This press release is for informational purposes only and does not
constitute an offer to purchase, the solicitation of an offer to
purchase, or a solicitation of tenders. The information in this press
release is subject in all respects to the terms and conditions set forth
in the Offering Documents. The Exchange Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. No recommendation is made as to whether or not holders of
Old Notes should exchange their Old Notes pursuant to the Exchange
Offer. The Exchange Offer is being made solely pursuant to the Offering
Documents, which more fully set forth and govern the terms and
conditions of the Exchange Offer. The Offering Documents contain
important information and should be read carefully before any decision
is made with respect to the Exchange Offer.
About Radian
Radian Group Inc., headquartered in Philadelphia, provides private
mortgage insurance and related risk mitigation products and services to
mortgage lenders nationwide through its principal operating subsidiary,
Radian Guaranty Inc. These services help promote and preserve
homeownership opportunities for homebuyers, while protecting lenders
from default-related losses on residential first mortgages and
facilitating the sale of low-downpayment mortgages in the secondary
market. Additional information may be found at www.radian.com.
Source: Radian Group Inc.
Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.com
