Radian Increases Size and Announces Pricing of Concurrent Offerings of Common Stock and Convertible Senior Notes
PHILADELPHIA--(BUSINESS WIRE)--Feb. 27, 2013--
Radian Group Inc. (NYSE: RDN) announced today that it has increased the
size of and priced its concurrent underwritten public offerings of
34 million shares of its common stock (the “Common Stock Offering”) at a
public offering price of $8.00 per share and $350 million aggregate
principal amount of its convertible senior notes due 2019 (the
“Convertible Notes Offering” and, collectively with the Common Stock
Offering, the “Offerings”). Morgan Stanley & Co. LLC and Goldman, Sachs
& Co. have acted as joint book-running managers for the Offerings,
Dowling & Partners Securities, LLC, Keefe, Bruyette & Woods, Inc.,
Macquarie Capital (USA) Inc. and Wells Fargo Securities, LLC have acted
as co-managers for the Common Stock Offering and Keefe, Bruyette &
Woods, Inc. has acted as co-manager for the Convertible Notes Offering.
In connection with the Offerings, the underwriters have the option to
purchase an additional 5.1 million shares of common stock and an
additional $50 million principal amount of notes from the Company at the
public offering price, less underwriting discounts and commissions,
within 30 days. The Offerings are expected to close on March 4, 2013,
subject to customary closing conditions.
The notes will be the Company’s unsecured senior obligations. The notes
will pay interest semi-annually on March 1 and September 1 at a rate of
2.25% per year, and will mature on March 1, 2019.
Prior to December 1, 2018, the notes will be convertible only upon
specified events and during specified periods and, thereafter, at any
time. The notes will initially be convertible at a conversion rate of
94.3396 shares of the Company’s common stock per $1,000 principal amount
of notes, corresponding to an initial conversion price of approximately
$10.60 per share of the Company’s common stock. The conversion rate will
be subject to adjustment upon certain events, but will not be adjusted
for accrued and unpaid interest. Upon conversion, the Company will pay
or deliver, as the case may be, cash, shares of its common stock or a
combination of cash and shares of its common stock, at the Company’s
option. The Company will have the right to redeem all or part of the
notes on or after March 8, 2016 if the last reported sale price of its
common stock has been at least 130% of the conversion price then in
effect for at least 20 trading days (whether or not consecutive) during
any 30 consecutive trading day period.
The Company intends to use the net proceeds from the Offerings to fund
working capital requirements and for general corporate purposes,
including additional capital support for its mortgage insurance business.
The shares and the notes will be issued pursuant to an effective shelf
registration statement that was previously filed with the Securities and
Exchange Commission (the “SEC”) on Form S-3 and declared effective on
August 20, 2012. The Offerings are being made by means of a prospectus
and related prospectus supplements. A copy of the prospectus supplement
and the accompanying base prospectus for each of the Common Stock
Offering and the Convertible Notes Offering has been filed with the SEC
and is available for free on the SEC’s website: http://www.sec.gov.
Alternatively, copies may be obtained from Morgan Stanley & Co. LLC,
Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014, by calling (866) 718-1649 or by emailing prospectus@morganstanley.com,
and from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West
Street, New York, NY 10282, by calling (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any
security of the Company, nor will there be any sale of any such security
in any jurisdiction in which such offer, sale or solicitation would be
unlawful. Each of the offerings may be made only by means of a
prospectus supplement and accompanying base prospectus.
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-down payment mortgages in the secondary
market.
Source: Radian Group Inc.
Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.com
