Radian Announces Early Results of Tender Offer for 5.625% Senior Notes Due 2013, Increases Maximum Payment Amount and Extends Early Participation Time
PHILADELPHIA--(BUSINESS WIRE)--Mar. 8, 2012--
Radian Group Inc. (NYSE: RDN) today announced the early tender results
for 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”). In addition, Radian announced that it has increased
the maximum payment amount by $50,000,000, such that Radian is now
offering to purchase the maximum aggregate principal amount of the Notes
that can be purchased for $150,000,000 (such amount, which includes any
accrued and unpaid interest on the Notes, and subject to increase, the
“Maximum Payment Amount”) and that the early participation time is
extended to 11:59 p.m., New York City time, on March 21, 2012 (such date
and time, as the same may be extended, the “Early Participation Time”).
Except as described in this press release, the terms and conditions of
the Tender Offer are set forth in Radian’s Offer to Purchase dated
February 23, 2012, as amended and supplemented by the Supplement to the
Offer to Purchase dated March 2, 2012, and the accompanying Amended
Letter of Transmittal (together, the “Offer Documents”). All terms and
conditions of the Tender Offer other than the Maximum Payment Amount and
the Early Participation Time remain unchanged.
According to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Tender Offer,
$146,099,000 aggregate principal amount of Notes were validly tendered
(and not properly withdrawn) at or prior to 5:00 p.m., New York City
time, on March 7, 2012. A summary of the Tender Offer and the aggregate
principal amount of Notes validly tendered (and not properly withdrawn)
as of such time is shown in the chart below.
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Notes
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CUSIP No.
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Outstanding
Principal Amount
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Early
Participation
Payment (1)
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Notes Purchase Price
(Acceptable Bid Price
Range) (1)
(2)
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Principal Amount
Tendered
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5.625% Senior Notes due 2013
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750236AH4
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$250,000,000
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$40
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$780 - $900
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$146,099,000
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(1)
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Per $1,000 principal amount of Notes that are accepted pursuant to
the Tender Offer.
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(2)
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Includes the applicable Early Participation Payment and excludes
accrued and unpaid interest, which will be paid in addition to the
Notes Purchase Price.
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Holders who have not already tendered their Notes may continue to do so
at any time at or prior to 11:59 p.m., New York City time, on March 21,
2012, unless extended or earlier terminated (such date and time, as the
same may be extended or earlier terminated, the “Expiration Time”). The
Withdrawal Deadline has passed and has not been extended. Holders of
Notes that validly tender and have not properly withdrawn their Notes at
or prior to the Early Participation Time will be eligible to receive the
Notes Purchase Price for their Notes. The “Notes Purchase Price” for
each $1,000 principal amount of Notes validly tendered (and not properly
withdrawn) will be determined by taking into account the total amount of
Notes tendered and the bid prices specified by tendering holders of any
Notes, as described in the Offer Documents. The Notes Purchase Price
includes an amount (the “Early Participation Payment”) equal to $40 for
each $1,000 principal amount of Notes accepted for purchase. Radian
reserves the right to amend or extend the Tender Offer at any time and
may terminate the Tender Offer if, before such time as any Notes have
been accepted for payment pursuant to the Tender Offer, any condition of
the Tender Offer is not satisfied or waived by us. Capitalized terms
used in this press release that are not otherwise defined have the
meanings ascribed to them in the Offer Documents.
The settlement date for the Tender Offer will occur promptly following
the Expiration Time and is currently anticipated to be March 22, 2012,
unless the Tender Offer is extended.
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 Offer Documents 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 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
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 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
