Radian Announces Tender Results, Expiration of Cash Tender Offers to Purchase Its Notes Due 2020 & 2021, & Planned Redemption...
June 20 2019 - 6:30AM
Business Wire
Radian Group Inc. (NYSE:RDN) (the “Company”) today announced the
results of its previously announced cash tender offers (the “Tender
Offers”) to purchase any and all of its outstanding 5.25% Senior
Notes due 2020 (the “2020 Notes”) and 7.00% Senior Notes due 2021
(the “2021 Notes” and collectively with the 2020 Notes, the
“Notes”). The Tender Offers for the Notes expired at 5:00 p.m. New
York City time, on June 19, 2019 (the “Expiration Time”). The
Tender Offers were made pursuant to an Offer to Purchase dated June
13, 2019 (the “Offer to Purchase”), which sets forth the terms and
conditions of the Tender Offers.
As of the Expiration Time, as reported by Global Bondholder
Services Corporation, the depositary and information agent for the
Tender Offers, the aggregate principal amount of 2020 Notes and
2021 Notes that had been validly tendered and not validly
withdrawn, and the percentage of the outstanding principal amounts
of 2020 Notes and 2021 Notes represented thereby, are set forth in
the table below:
Notes
Principal
Amount Tendered
Amount
Tendered as Percentage of Outstanding Principal Amount
Principal
Amount Submitted Pursuant to Guaranteed Delivery Procedures (not
included in Principal Amount Tendered)
5.25% Senior Notes due 2020
$207,167,000
88.49%
$2,046,000
7.00% Senior Notes due 2021
$127,301,000
64.40%
-
The obligation of the Company to accept any Notes tendered and
to pay the consideration therefor is 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 debt securities, which the Company commenced concurrently
with the Tender Offers (the “Debt Financing”), the net proceeds of
which, together with other available cash, will be sufficient to
fund the Tender Offers. The Company may amend the conditions or
extend or terminate the Tender Offers at its sole discretion. The
Debt Financing is expected to close on June 24, 2019, subject to
customary closing conditions.
Subject to the terms and conditions of the Tender Offers as set
forth in the Offer to Purchase, all of the Notes validly tendered
and not withdrawn as of the Expiration Time will be accepted for
purchase by the Company. Payment for the Notes validly tendered and
not validly withdrawn prior to the Expiration Time will be made
promptly on June 24, 2019 (the “Settlement Date”). Holders of Notes
tendered prior to the Expiration Time will receive the tender offer
consideration set forth in the Offer to Purchase, plus accrued and
unpaid interest up to but excluding the Settlement Date.
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. Requests for documents 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. A copy of the Offer to Purchase and other
relevant documentation are also available at the following web
address: https://gbsc-usa.com/radian/.
Planned Redemption of Notes due 2020
The Company intends to redeem the remaining 2020 Notes not
purchased on the Settlement Date on or promptly after July 25,
2019, in accordance with the terms of the related indenture (the
“Redemption”). The Company also may, from time to time, purchase
other outstanding debt securities through open market purchases,
privately negotiated transactions, pursuant to redemption rights
under the applicable indenture, in tender offers, exchange offers
or otherwise. Any future purchases of outstanding Notes may be on
the same terms or on terms that are more or less favorable to
holders of the Notes than the terms of the Tender Offers. There can
be no assurance as to which, if any, of these alternatives (or
combinations thereof) may be available to the Company or, if
available, the Company will choose to pursue in the future.
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/20190620005178/en/
Emily Riley – Phone: 215.231.1035 Email:
emily.riley@radian.com
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