Radian Group Inc. (NYSE: RDN) (the “Company”) announced today
the commencement of cash tender offers (the “Tender Offers”) to
purchase any and all of the outstanding debt securities in the
table below (collectively, the “Notes”).
Notes
CUSIP/ISIN
Nos.
Outstanding
PrincipalAmount
Purchase
Price (1)(2)
5.25% Senior Notes due 2020 750236AS0/
US750236AS04
$234,126,000 $1,025.77 7.00% Senior Notes due 2021 750236AT8/
US750236AT86 $197,661,000 $1,072.50
(1) Per $1,000 principal amount of Notes validly tendered (and
not validly withdrawn) and accepted for purchase by the Company.(2)
Excludes Accrued Interest (as defined below), which will also be
paid by the Company.
The Tender Offers for the Notes will expire at 5:00 p.m. New
York City time, on June 19, 2019 unless extended or earlier
terminated by the Company (the “Expiration Time”).
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable purchase price set
forth in the table above, plus accrued and unpaid interest on such
Notes from, and including, the applicable last interest payment
date with respect to those Notes to, but not including, the
Settlement Date (as defined below) (“Accrued Interest”).
Tendered Notes may be withdrawn from the Tender Offers at or
prior to the Expiration Time.
The terms and conditions of the Tender Offers are set forth in
an Offer to Purchase dated June 13, 2019 (the “Offer to Purchase”),
a copy of which may be obtained from the Information Agent (as
defined below) at (866) 470-4500 or (for banks and brokers) (212)
430-3774 or via contact@gbsc-usa.com. A copy of the Offer to
Purchase and other relevant documentation are also available at the
following web address: https://gbsc-usa.com/radian/. Holders of the
Notes are urged to read carefully the Offer to Purchase before
making any decision with respect to the Tender Offers.
The consummation of the Tender Offers is not conditioned upon
any minimum amount of Notes being tendered. However, the Tender
Offers are subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the Offer to Purchase,
including the consummation of an offering of senior unsecured
notes, which the Company is commencing concurrently with the Tender
Offers, the net proceeds of which, together with other available
cash, will be sufficient to fund the Tender Offers (the “Debt
Financing”).
Provided that the conditions to the Tender Offers have been
satisfied or waived, and assuming acceptance for purchase by the
Company of Notes validly tendered pursuant to the Tender Offers,
payment for Notes validly tendered at or prior to the Expiration
Time will be made on the settlement date (the “Settlement Date”),
which is expected to occur on June 24, 2019.
The dealer manager for the Tender Offers is RBC Capital Markets,
LLC (the “Dealer Manager”). The information agent for the Tender
Offers is Global Bondholder Services Corporation (the “Information
Agent”). Any questions regarding the terms of the Tender Offers
should be directed to the Dealer Manager at (toll-free) (877)
381-2099 or (212) 618-7843. Any questions regarding procedures for
tendering Notes should be directed to the Information Agent at
(toll-free) (866) 470-4500 or (for banks and brokers) (212)
430-3774 or 65 Broadway, Suite 404, New York, NY 10006.
This news release shall not be construed as an offer to purchase
or sell or a solicitation of an offer to purchase or sell any of
the Notes or any other securities. The Company, subject to
applicable law, may amend, extend or terminate one or both of the
Tender Offers and may postpone the acceptance for purchase of, and
payment for, the Notes so tendered. The Tender Offers are 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. None of the Company, the Dealer Manager,
the Information Agent or the depositary makes any recommendations
as to whether holders of the Notes should tender their Notes
pursuant to the Tender Offers. Nothing contained herein shall
constitute an offer of the debt securities that are the subject of
the Debt Financing.
About Radian
Radian is ensuring the American dream of homeownership
responsibly and sustainably through products and services that
include industry-leading mortgage insurance and a comprehensive
suite of mortgage, risk, real estate, and title services. We are
powered by technology, informed by data and driven to deliver new
and better ways to transact and manage risk.
Forward-Looking Statements
All statements in this press release that address events,
developments or results that we expect or anticipate may occur in
the future are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Exchange Act and the U.S. Private Securities Litigation Reform Act
of 1995. In most cases, forward-looking statements may be
identified by words such as “anticipate,” “may,” “will,” “could,”
“should,” “would,” “expect,” “intend,” “plan,” “goal,”
“contemplate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “seek,” “strategy,” “future,” “likely” or
the negative or other variations on these words and other similar
expressions. These statements are made on the basis of management’s
current views and assumptions with respect to future events. Any
forward-looking statement is not a guarantee of future performance
and actual results could differ materially from those contained in
the forward-looking statement, including with respect to the Debt
Financing condition. These statements speak only as of the date
they were made, and we undertake no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. We operate in a changing
environment where new risks emerge from time to time and it is not
possible for us to predict all risks that may affect us. 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 our Annual Report on Form 10-K for
the year ended December 31, 2018, and subsequent reports filed from
time to time with the U.S. Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20190613005384/en/
Emily Riley – Phone: 215.231.1035Email:
emily.riley@radian.com
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