On September 12, 2017, Radian Group Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with RBC Capital Markets, LLC, and Goldman Sachs & Co. LLC as representatives of the several underwriters named on Schedule A thereto (the Underwriters), pursuant
to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions therein, $450 million in aggregate principal amount of 4.500% senior notes due October 1, 2024 (the Notes). A
copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes are
being sold pursuant to the Companys Registration Statement on Form S-3 (No. 333-216275) and the prospectus included therein (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the
Commission) on February 27, 2017, and the prospectus supplement relating thereto dated September 12, 2017 and filed with the Commission on September 13, 2017 (the Prospectus Supplement). The Notes will be
issued under an Indenture dated as of March 4, 2013, as supplemented by a Fifth Supplemental Indenture to be entered into as of September 26, 2017, between the Company and U.S. Bank National Association, as trustee.
The closing of the sale of the Notes is expected to occur on September 26, 2017, subject to customary closing conditions. The net proceeds from the sale
of the Notes, after deducting the underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $442,210,000. The Company intends to use the net proceeds from the offering and available cash on hand to:
fund a tender offer (the Tender Offer), which the Company commenced concurrently with the offering of the Notes, to purchase certain of the Companys outstanding 5.500% Senior Notes due in June 2019, 5.250% Senior Notes due in June
2020, and 7.000% Senior Notes due in March 2021 (collectively, the Tender Offer Notes) on the terms and subject to the conditions of the Tender Offer (as described in the Companys Offer to Purchase (defined below)); to pay certain
fees and expenses in connection with the Tender Offer; and otherwise for general corporate purposes, which may include the redemption, in accordance with the terms of the related indentures, of some or all of its outstanding senior notes that are
not tendered and accepted for purchase in the Tender Offer.
This Form
8-K
is not an offer to buy, or the
solicitation of an offer to sell, any of the Tender Offer Notes and the Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell the Tender Offer Notes in any jurisdiction or in any circumstances in which such offer
or solicitation are unlawful. The full details of the Tender Offer, including complete instructions on how to tender the Tender Offer Notes, are included in the Companys offer to purchase, dated September 12, 2017, as the same may be
amended or supplemented (the Offer to Purchase).