Radian Announces Early Results of Exchange Offer
17 Décembre 2012 - 1:00PM
Business Wire
Radian Group Inc. (NYSE: RDN) today announced the early results
of an offer to eligible holders to exchange any and all of Radian’s
outstanding 5.375% Senior Notes due June 15, 2015 (the “Old Notes”)
for a new series of 9.000% Senior Notes due June 15, 2017 (the “New
Notes”) and additional cash consideration, in certain
circumstances, as described below (the “Exchange Offer”), for
purposes of improving its debt maturity profile.
Based on information provided by the exchange agent to Radian,
of the $250 million aggregate principal amount of Old Notes that
was outstanding as of December 3, 2012, the commencement date of
the Exchange Offer, $195,157,000 aggregate principal amount has
been validly tendered for exchange as of 5:00 p.m., New York City
time, on December 14, 2012 (the “Early Participation Date”).
Pursuant to the terms and subject to the conditions set forth in
the Offer to Exchange memorandum, dated December 3, 2012, and the
related letter of transmittal (the “Offering Documents”), Eligible
Holders who tendered their Old Notes on or prior to the Early
Participation Date will receive a total exchange consideration
consisting of (i) an equal principal amount of New Notes for each
$1,000 principal amount of outstanding Old Notes tendered and
accepted, (ii) an early participation payment of $25.00 in cash for
each $1,000 principal amount of Old Notes (the “Early Participation
Payment”) tendered, and (iii) a cash payment representing accrued
and unpaid interest for such Old Notes from December 15, 2012, the
most recent payment date for interest on the Old Notes, to, but not
including, the settlement date, which is expected to be on January
4, 2013 (the third business day after the Expiration Date). The Old
Notes validly tendered before or after 5:00 pm New York City time,
on December 14, 2012 may not be withdrawn unless such date (or in
certain circumstances the Expiration Date) is extended or unless
required by law.
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in the Offering Documents. The Exchange
Offer is only being made, and copies of the Offering Documents are
only being made available, to holders of the Old Notes who have
certified to Radian Group Inc. in an eligibility letter as to
certain matters, including (i) in the United States, their status
as “Qualified Institutional Buyers,” as that term is defined in
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), in a private transaction in reliance upon the
exemption from the registration requirements of the Securities Act
provided by Section 4(a)(2) thereof or (ii) outside the United
States, that they are persons other than “U.S. persons,” as that
term is defined in Rule 902 under the Securities Act, in offshore
transactions in compliance with Regulation S under the Securities
Act (“Eligible Holders”). Copies of the eligibility letter are
available to holders of Old Notes through the information agent,
Global Bondholder Services Corporation, at (866) 873-6300 (toll
free) or (212) 430-3774 (for banks and brokers).
Eligible Holders that validly tender their Old Notes after the
Early Participation Date and prior to the Expiration Date will not
receive the Early Participation Payment but will otherwise receive
the same total exchange consideration as will be received by
holders that validly tendered their Old Notes on or prior to the
Early Participation Date.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on December 31, 2012, unless extended or terminated (the
“Expiration Date”).
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States or to any U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any
applicable state securities laws.
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 Offering Documents. The Exchange 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. No recommendation is
made as to whether or not holders of Old Notes should exchange
their Old Notes pursuant to the Exchange Offer. The Exchange Offer
is being made solely pursuant to the Offering Documents, which more
fully set forth and govern the terms and conditions of the Exchange
Offer. The Offering Documents contain important information and
should be read carefully before any decision is made with respect
to the Exchange Offer.
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-downpayment mortgages in the secondary
market. Additional information may be found at www.radian.biz.
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