Radian Announces Early Results of Tender Offer for 5.625% Senior Notes Due 2013, Increases Maximum Payment Amount & Extends E...
March 08 2012 - 8:00AM
Business Wire
Radian Group Inc. (NYSE: RDN) today announced the early tender
results for its previously announced “Modified Dutch Auction”
tender offer (the “Tender Offer”) for a portion of its outstanding
5.625% Senior Notes Due 2013 (the “Notes”). In addition, Radian
announced that it has increased the maximum payment amount by
$50,000,000, such that Radian is now offering to purchase the
maximum aggregate principal amount of the Notes that can be
purchased for $150,000,000 (such amount, which includes any accrued
and unpaid interest on the Notes, and subject to increase, the
“Maximum Payment Amount”) and that the early participation time is
extended to 11:59 p.m., New York City time, on March 21, 2012 (such
date and time, as the same may be extended, the “Early
Participation Time”). Except as described in this press release,
the terms and conditions of the Tender Offer are set forth in
Radian’s Offer to Purchase dated February 23, 2012, as amended and
supplemented by the Supplement to the Offer to Purchase dated March
2, 2012, and the accompanying Amended Letter of Transmittal
(together, the “Offer Documents”). All terms and conditions of the
Tender Offer other than the Maximum Payment Amount and the Early
Participation Time remain unchanged.
According to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Tender
Offer, $146,099,000 aggregate principal amount of Notes were
validly tendered (and not properly withdrawn) at or prior to 5:00
p.m., New York City time, on March 7, 2012. A summary of the Tender
Offer and the aggregate principal amount of Notes validly tendered
(and not properly withdrawn) as of such time is shown in the chart
below.
Notes
CUSIP No.
Outstanding
Principal
Amount
Early
Participation
Payment
(1)
Notes Purchase Price
(Acceptable Bid Price
Range)
(1) (2)
Principal Amount
Tendered
5.625% Senior Notes due 2013 750236AH4 $250,000,000 $40 $780 - $900
$146,099,000
(1) Per
$1,000 principal amount of Notes that are accepted pursuant to the
Tender Offer. (2) Includes the applicable Early Participation
Payment and excludes accrued and unpaid interest, which will be
paid in addition to the Notes Purchase Price.
Holders who have not already tendered their Notes may continue
to do so at any time at or prior to 11:59 p.m., New York City time,
on March 21, 2012, unless extended or earlier terminated (such date
and time, as the same may be extended or earlier terminated, the
“Expiration Time”). The Withdrawal Deadline has passed and has not
been extended. Holders of Notes that validly tender and have not
properly withdrawn their Notes at or prior to the Early
Participation Time will be eligible to receive the Notes Purchase
Price for their Notes. The “Notes Purchase Price” for each $1,000
principal amount of Notes validly tendered (and not properly
withdrawn) will be determined by taking into account the total
amount of Notes tendered and the bid prices specified by tendering
holders of any Notes, as described in the Offer Documents. The
Notes Purchase Price includes an amount (the “Early Participation
Payment”) equal to $40 for each $1,000 principal amount of Notes
accepted for purchase. Radian reserves the right to amend or extend
the Tender Offer at any time and may terminate the Tender Offer if,
before such time as any Notes have been accepted for payment
pursuant to the Tender Offer, any condition of the Tender Offer is
not satisfied or waived by us. Capitalized terms used in this press
release that are not otherwise defined have the meanings ascribed
to them in the Offer Documents.
The settlement date for the Tender Offer will occur promptly
following the Expiration Time and is currently anticipated to be
March 22, 2012, unless the Tender Offer is extended.
Goldman, Sachs & Co. is serving as Dealer Manager in
connection with the Tender Offer. Global Bondholder Services
Corporation is serving as Depositary and Information Agent in
connection with the Tender Offer. Persons with questions regarding
the Tender Offer should contact Goldman, Sachs & Co. at
800-828-3182 (toll free) or 212-357-0345 (collect). Requests for
copies of the Offer Documents may be directed to Global Bondholder
Services Corporation at 866-873-6300 (toll free) or 212-430-3774
(collect).
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 Offer Documents. The Tender 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. The Tender Offer is
being made solely pursuant to the Offer Documents, which more fully
set forth and govern the terms and conditions of the Tender Offer.
The Offer Documents contain important information and should be
read carefully before any decision is made with respect to the
Tender Offer.
About Radian
Radian Group Inc. (NYSE: RDN), 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.biz.
Forward-looking Statements
Some of the statements in this press release may constitute
“forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995. These
statements are based on our current expectations, estimates and
projections. Words such as "will," "expects," "believes" and
similar expressions are used to identify these forward-looking
statements. These statements are only predictions and as such are
not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Forward-looking statements are based upon assumptions as to future
events or our future financial performance that may not prove to be
accurate. Actual outcomes and results may differ materially from
what is expressed or forecast in these forward-looking statements.
As a result, these statements speak only as of the date they were
made, and we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. For more information
regarding these risks and uncertainties as well as certain
additional risks that we face, you should refer to the Risk Factors
detailed in Item 1A of Part I of our Annual Report on Form 10-K for
the year ended December 31, 2011 and subsequent reports and
registration statements filed from time to time with the Securities
and Exchange Commission.
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