Radian Amends Tax Benefit Preservation Plan and Charter Amendment Proposal to Require Three-year Periodic Stockholder Approval
03 Mai 2010 - 10:40PM
Business Wire
Radian Group Inc. (NYSE:RDN) today reported that its Board of
Directors adopted amendments to the Amended and Restated Tax
Benefit Preservation Plan dated as of February 12, 2010 (the
“Preservation Plan”) and the proposed amendment to the Amended and
Restated Certificate of Incorporation (the “Charter Amendment”),
both of which have been submitted to stockholders for their
approval at the 2010 Annual Meeting of Stockholders to be held on
May 12, 2010.
The Company has generated substantial net operating losses
(NOLs), loss carryforwards and other tax attributes for U.S.
federal income tax purposes (“tax benefits”) that can generally be
used to offset its future taxable income and therefore reduce its
U.S. federal income tax obligations. Both the Preservation Plan and
the Charter Amendment are intended to preserve the Company’s
important tax benefits, and are described in detail in the
Company’s Proxy Statement sent to its stockholders.
As stated in the Company’s Proxy Statement, Radian incorporated
stockholder-friendly features in the Charter Amendment and the
Preservation Plan, including : (i) limiting the definition of
ownership to the definition used for purposes of Section 382 of the
Internal Revenue Code, as opposed to the broader definition of
“beneficial ownership” used for securities laws purposes; and (ii)
providing “sunset provisions” that will terminate the Preservation
Plan and the transfer restrictions in the Charter Amendment if
Section 382 is repealed or if the potential loss from limitation of
the NOLs is no longer material to the Company, which the Company’s
Board of Directors has agreed to review annually. The new
amendments will further enhance the stockholder-friendly features
by requiring the Charter Amendment and the Preservation Plan to be
re-approved by stockholders every three years. The Preservation
Plan will terminate and the Charter Amendment will not become
effective if not approved by the stockholders at the 2010 Annual
Meeting of Stockholders of the Company.
The following amendments to the Preservation Plan and Charter
Amendment were adopted by the Board of Directors on April 30,
2010:
1. The Amended and Restated Tax Benefit Preservation Plan (the
“Preservation Plan”) shall be amended by inserting a new provision
(Section 7(f)) that reads in its entirety as follows:
In addition to the provision set forth
in Section 7(a) of this Plan, the Expiration Date shall occur on
the Close of Business on the second Business Day after the final
adjournment of the third consecutive annual meeting of the
stockholders of the Company held after this Plan was most recently
approved by the stockholders of the Company unless the Plan is
re-approved by the stockholders at such meeting.
2. The proposed amendment to the Amended and Restated
Certificate of Incorporation (the “Charter Amendment”) shall be
amended by inserting a new sentence at the end of the definition of
“Restriction Release Date” in Section 4.4.1 of the Charter
Amendment that reads in its entirety as follows:
In addition, the Restriction Release
Date shall occur on the close of business on the second Business
Day after the final adjournment of the third consecutive annual
meeting of the stockholders of the Company held after this Section
4.4 was most recently approved by the stockholders of the Company
unless this Section 4.4 is re-approved by a majority of the
stockholders voting at such meeting.
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.
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 the risks and uncertainties that we face, you should
review the risks described under Item 1A, “Risk Factors” under our
Annual Report on Form 10-K for the year ended December 31, 2009 and
subsequent reports filed with the Securities and Exchange
Commission.
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