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03/02/2012

Radian Announces Increase in Price Range for Tender Offer for 5.625% Senior Notes Due 2013

PHILADELPHIA--(BUSINESS WIRE)--Mar. 2, 2012-- Radian Group Inc. (NYSE: RDN) today announced that it has amended its previously announced “Modified Dutch Auction” tender offer (the “Tender Offer”) for a portion of its outstanding 5.625% Senior Notes Due 2013 (the “Notes”) to increase the Maximum Bid Price from $860 per $1,000 principal amount of Notes to $900 per $1,000 principal amount of Notes. The maximum aggregate payment amount of the Tender Offer remains unchanged at $100 million, and the deadlines with respect to the Tender Offer, including the Expiration Time, the Early Participation Time and the Withdrawal Deadline also remain unchanged.

A summary of the Tender Offer, as modified, is shown in the chart below.

Notes

     

CUSIP No.

     

Outstanding Principal

Amount

     

Early Participation

Payment (1)

     

Notes Purchase Price

(Acceptable Bid Price

Range) (1) (2)

5.625% Senior Notes due 2013 750236AH4 $250,000,000 $40 $780 - $900
           
 
(1)   Per $1,000 principal amount of Notes that are accepted pursuant to the Tender Offer.
(2)

Includes the applicable Early Participation Payment and excludes accrued and unpaid interest,

which will be paid in addition to the Notes Purchase Price. Holders tendering after the Early

Participation Time and at or prior to the Expiration Time will not be eligible to receive the

Early Participation Payment.

 

 

A Supplement to the Offer to Purchase and an Amended Letter of Transmittal containing a complete explanation of the amended terms and conditions of the Tender Offer and revised instructions for tendering Notes will be promptly forwarded to holders of record. Except as modified in the Supplement to the Offer to Purchase, all other terms and conditions set forth in the original Offer to Purchase remain unchanged. The Tender Offer remains subject to the satisfaction or waiver of certain conditions as described in the original Offer to Purchase. Neither the Company nor its Board of Directors makes any recommendation as to whether any holder of Notes should participate in the amended Tender Offer or as to the price or prices at which holders may choose to tender their Notes in the amended Tender Offer. Capitalized terms used in this press release that are not otherwise defined have the meanings ascribed to them in the Offer to Purchase.

Goldman, Sachs & Co. is serving as Dealer Manager in connection with the Tender Offer. Global Bondholder Services Corporation is serving as Depositary and Information Agent in connection with the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at 800-828-3182 (toll free) or 212-357-0345 (collect). Requests for copies of the Supplement to Offer to Purchase or related Amended Letter of Transmittal may be directed to Global Bondholder Services Corporation at 866-873-6300 (toll free) or 212-430-3774 (collect).

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 Supplement to the Offer to Purchase, the original Offer to Purchase, and the Amended Letter of Transmittal (together, the “Offer Documents”). The Tender 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. The Tender Offer is being made solely pursuant to the Offer Documents, which more fully set forth and govern the terms and conditions of the Tender Offer. The Offer Documents contain important information and should be read carefully before any decision is made with respect to the Tender Offer.

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.com.

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 Securities Exchange Act of 1934 and the United States 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,” or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition, 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 information. The forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties, including the following:

  • changes in general economic and political conditions, including high unemployment and continued weakness in the U.S. housing and mortgage credit markets, the U.S. economy reentering a recessionary period, a significant downturn in the global economy, a lack of meaningful liquidity in the capital or credit markets, changes or volatility in interest rates or consumer confidence, and changes in credit spreads, each of which may be accelerated or intensified by, among other things, further actual or threatened downgrades of U.S. credit ratings;
  • our ability to maintain sufficient holding company liquidity to meet our short- and long-term liquidity needs, including in particular, repayment of our debt due in February 2013 and additional capital contributions that may be required to support our mortgage insurance business;
  • our ability to maintain an adequate risk-to-capital position and surplus requirements in our mortgage insurance business in light of ongoing losses in this business and potential further deterioration and losses in our financial guaranty portfolio, including, if necessary, our ability write new mortgage insurance in excess of risk-based capital limitations imposed in certain states;
  • the application of existing federal or state consumer, lending, insurance, tax, securities and other applicable laws and regulations, or changes in these laws and regulations or the way they are interpreted, including, without limitation: (i) the outcome of existing, or the possibility of additional, lawsuits or investigations; and (ii) legislative and regulatory changes (a) impacting the demand for private mortgage insurance, (b) limiting or restricting our use of (or increasing requirements for) additional capital and the products we may offer, (c) affecting the form in which we execute credit protection, or (d) impacting our existing financial guaranty portfolio;
  • the amount and timing of potential payments or adjustments associated with federal or other tax examinations; and
  • the possibility that we may fail to estimate accurately the likelihood, magnitude and timing of losses in connection with establishing loss reserves for our mortgage insurance or financial guaranty businesses or premium deficiencies for our mortgage insurance business, or to estimate accurately the fair value amounts of derivative instruments in determining gains and losses on these instruments.

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 Part I of our Annual Report on Form 10-K for the year ended December 31, 2011 and subsequent reports and registration statements filed from time to time with the Securities and Exchange Commission.

Source: Radian Group Inc.

Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.com