RISK FACTORS
Investing in the notes involves risk. Please see the risk factors described in Item 1A. Risk Factors in our Annual Report on
Form
10-K
for the year ended December 31, 2018, which are incorporated by reference in this prospectus supplement. Before making an investment decision, you should carefully consider these risks as well
as other information we include or incorporate by reference in this prospectus supplement and the accompanying prospectus. These risk factors may be amended, supplemented or superseded from time to time by subsequent filings we make under the
Exchange Act.
The risks and uncertainties discussed below and in the documents incorporated by reference are not the only risks we
face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition or results of operations. Our business, financial condition, or results of operations could be
materially adversely affected by any of these risks and cause the value of our securities, including the notes offered by this prospectus supplement, to decline. The trading price of our securities, including the notes offered by this prospectus
supplement, could decline due to any of these risks, and you could lose all or part of your investment.
Risks Related to the Offering and the
Notes
The notes are unsecured, are effectively subordinated to any of Radian Groups future secured indebtedness, to the
extent of the value of the assets securing that indebtedness, and are structurally subordinated to all liabilities of our subsidiaries, including their secured borrowings, claims with respect to insured policies and trade payables.
The notes will rank equal in right of payment to our existing and future liabilities that are not expressly subordinated in right of payment
to the notes. In addition, the notes are unsecured and effectively subordinated in right of payment to any of Radian Groups future secured indebtedness, to the extent of the value of the assets securing that indebtedness, and are structurally
subordinated to all liabilities of our subsidiaries, including their secured borrowings, claims with respect to insured policies and trade payables. See
The indenture under which the notes will be issued will not restrict Radian from
incurring additional debt and will contain only limited protection for holders of the notes if Radian Group is involved in certain transactions, including a highly leveraged transaction, reorganization, restructuring, merger or similar
transaction. and Our participation in a securities lending program subjects us to potential liquidity and other risks.
As of March 31, 2019, Radian Group had no secured indebtedness outstanding, but our subsidiaries Radian Guaranty and Radian Reinsurance
had $108.5 million of fixed-rate advances outstanding from the FHLB (which advances, as of June 11, 2019, amounted to $85.0 million). These borrowings are, and any such further borrowings would be, secured by collateral posted with the
FHLB and the notes are structurally subordinated to this indebtedness.
As of March 31, 2019, Radian Group had outstanding
$158.6 million principal amount of Senior Notes due 2019 (which, on June 3, 2019, were paid in full pursuant to their scheduled maturity), $234.1 million principal amount of Senior Notes due 2020, $197.7 million principal amount
of Senior Notes due 2021 and $450.0 million principal amount of Senior Notes due 2024, all of which would rank equally in right of payment with the notes offered hereby. Although Radian Group has commenced the Tender Offer for the Subject
Notes, the completion of the Tender Offer is not a condition to this offering and the Tender Offer may not be completed in accordance with its terms, or at all, or a significant amount of the Subject Notes may not be validly tendered and accepted
for purchase in the Tender Offer. Under the indentures governing our Senior Notes due 2020, our Senior Notes due 2021, our Senior Notes due 2024 and the indenture to be entered into in connection with the notes offered hereby, however, any lien on
the stock of certain subsidiaries would also have to secure the indebtedness under these indentures, which would cause all such indebtedness to rank equally and ratably. In the event of our insolvency, bankruptcy, liquidation, reorganization,
dissolution or winding up, any of our assets that secure other debt will be
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