Radian Group Inc. (NYSE:RDN) (the “Company”) announced today the
commencement of cash tender offers (the “Tender Offers”) for the
debt securities in the table below (collectively, the “Notes”) up
to an aggregate principal amount of each series such that the
aggregate consideration paid by the Company in respect of such
series does not exceed the designated “Maximum Series Tender Cap”
as set forth in the table below.
Notes
CUSIP/ISIN
Nos.
Outstanding
Principal Amount
Maximum Series
Tender Cap
Tender Offer
Consideration(1)(2)
Early Participation
Premium(1)
Total
Consideration (1)(2)(3)
5.50% Senior Notes due 2019 750236AR2/
US750236AR21
$300,000,000 $150,000,000 $1,030.99 $30.00 $1,060.99 5.25%
Senior Notes due 2020 750236AS0/
US750236AS04
$350,000,000 $125,000,000 $1,048.75 $30.00 $1,078.75 7.00%
Senior Notes due 2021 750236AT8/ US750236AT86 $350,000,000
$125,000,000 $1,118.75 $30.00 $1,148.75 (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validly withdrawn) and accepted for purchase by the Company.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 be paid by
the Company. (3) Includes the Early Participation Premium for Notes
validly tendered prior to the Early Participation Time (as defined
below) (and not validly withdrawn) and accepted for purchase by the
Company.
The Tender Offers for the Notes will expire at 11:59 p.m. New
York City time, on October 10, 2017 unless extended or earlier
terminated by the Company (the “Expiration Time”). Holders of the
Notes must validly tender and not validly withdraw their Notes
prior to or at 5:00 p.m., New York City time, on September 25, 2017
unless extended or earlier terminated by the Company (the “Early
Participation Time”), to be eligible to receive the applicable
Total Consideration, as set forth in the table above under the
heading “Total Consideration.” Holders of the Notes who validly
tender their Notes after the Early Participation Time but prior to
or at the Expiration Time will be eligible to receive the
applicable Tender Offer Consideration for such Notes, set forth in
the table above, which is equal to the applicable Total
Consideration minus the Early Participation Premium. All Notes
validly tendered prior to or at the Early Participation Time will
have priority over Notes validly tendered after the Early
Participation Time.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable consideration 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
applicable Settlement Date (as defined below) (“Accrued
Interest”).
Tendered Notes may be withdrawn from the Tender Offers at or
prior to 5:00 p.m., New York City time, on September 25, 2017,
unless extended by the Company (such date and time, as it may be
extended, the “Withdrawal Deadline”). Holders of Notes who tender
their Notes after the Withdrawal Deadline, but prior to the
Expiration Time, may not withdraw their tendered Notes unless
withdrawal rights are otherwise required by applicable law.
The terms and conditions of the Tender Offers are set forth in
an Offer to Purchase dated September 12, 2017 (the “Offer to
Purchase”). Holders of the Notes are urged to read carefully the
Offer to Purchase before making any decision with respect to the
Tender Offers.
Acceptance for tenders of the Notes may be subject to proration
if the aggregate consideration to be paid in respect of any series
of Notes validly tendered and not validly withdrawn is greater than
the applicable Maximum Series Tender Cap. Furthermore, if any
Tender Offer is fully subscribed as of the Early Participation
Time, unless the applicable Tender Offer is amended, holders who
validly tender Notes after the Early Participation Time will not
have any of their Notes accepted for purchase in the Tender
Offer.
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 debt
securities, which the Company is commencing concurrently with the
Tender Offers, the net proceeds of which, together with other
available cash, will 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,
(i) payment for Notes validly tendered at or prior to the Early
Participation Time and purchased in the Tender Offers will be made
on the early settlement date (the “Early Settlement Date”), which
is expected to occur on September 26, 2017, and (ii) payment for
Notes validly tendered after the Early Participation Time, but at
or prior to the Expiration Time, and purchased in the Tender Offers
will be made on the final settlement date (the “Final Settlement
Date”), which is expected to occur on October 11, 2017. The Company
reserves the right, but is under no obligation, to increase one or
more of the Maximum Series Tender Caps or to otherwise alter the
terms of the Tender Offers, subject to compliance with applicable
law.
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) 618-7822. Any questions regarding procedures for
tendering Notes should be directed to the Information Agent at
(toll-free) (866) 873-6300 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 any or all 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 Group Inc. (NYSE:RDN), headquartered in Philadelphia,
provides private mortgage insurance, risk management products and
real estate services to financial institutions. Radian offers
products and services through two business segments:
- Mortgage Insurance, through its
principal mortgage insurance subsidiary Radian Guaranty Inc. This
private mortgage insurance protects lenders from default-related
losses, facilitates the sale of low-downpayment mortgages in the
secondary market and enables homebuyers to purchase homes more
quickly with downpayments less than 20%.
- Mortgage and Real Estate
Services, through its principal services subsidiary Clayton, as
well as Green River Capital, Red Bell Real Estate and ValuAmerica.
These solutions include information and services that financial
institutions, investors and government entities use to evaluate,
acquire, securitize, service and monitor loans and asset-backed
securities.
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version on businesswire.com: http://www.businesswire.com/news/home/20170912006003/en/
Radian Group Inc.Emily Riley,
215-231-1035emily.riley@radian.biz
Radian (NYSE:RDN)
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