Radian Announces Early Results of Exchange Offer
PHILADELPHIA--(BUSINESS WIRE)--Dec. 17, 2012--
Radian Group Inc. (NYSE: RDN) today announced the early results 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.
Based on information provided by the exchange agent to Radian, of the
$250 million aggregate principal amount of Old Notes that was
outstanding as of December 3, 2012, the commencement date of the
Exchange Offer, $195,157,000 aggregate principal amount has been validly
tendered for exchange as of 5:00 p.m., New York City time, on December
14, 2012 (the “Early Participation Date”).
Pursuant to 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”), Eligible Holders who
tendered their Old Notes on or prior to the Early Participation Date
will receive a total exchange consideration consisting of (i) an equal
principal amount of New Notes for each $1,000 principal amount of
outstanding Old Notes tendered and accepted, (ii) an early participation
payment of $25.00 in cash for each $1,000 principal amount of Old Notes
(the “Early Participation Payment”) tendered, and (iii) 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). The Old Notes validly tendered before or after 5:00 pm New York
City time, on December 14, 2012 may not be withdrawn unless such date
(or in certain circumstances the Expiration Date) is extended or unless
required by law.
The Exchange Offer is being conducted upon the terms and subject to the
conditions set forth in the Offering Documents. The Exchange Offer is
only being made, and copies of the Offering Documents are only being
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).
Eligible Holders that validly tender their Old Notes after the Early
Participation Date and prior to the Expiration Date will not receive the
Early Participation Payment but will otherwise receive the same total
exchange consideration as will be received by holders that validly
tendered their Old Notes on or prior to the Early Participation Date.
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”).
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
