Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Senior Notes Offering
On September 26, 2017,
Radian Group Inc. (the Company) completed its previously announced underwritten public offering of $450 million principal amount of 4.500% Senior Notes due 2024 (the Notes, and the offering, the Offering).
The Notes were issued under the Senior Indenture dated as of March 4, 2013 (the Base Indenture), as supplemented by the Fifth Supplemental
Indenture dated as of September 26, 2017 (together with the Base Indenture, the Indenture), between the Company and U.S. Bank National Association, as trustee. The Notes are the Companys unsecured senior obligations. The Notes
pay interest semi-annually on April 1 and October 1 at a rate of 4.500% per year and will mature on October 1, 2024. At any time, or from time to time, prior to July 1, 2024 (the Par Call Date), the Company may
redeem the Notes in whole or in part, at its option, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) the make-whole amount, which is the sum of the present
values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed, calculated from the redemption date to the Par Call Date, discounted to the redemption date at the Adjusted Treasury Rate (as defined in the
Indenture) plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. At any time on or after the Par Call Date, the Company may redeem the Notes in whole or in part, at its option, at a
redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The Indenture provides for Events of Default that may, in certain circumstances, lead to the outstanding principal and unpaid interest of the Notes becoming
immediately due and payable.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to
the full text of the Indenture, which is included as an exhibit hereto and is incorporated herein by reference.
The Notes were offered for sale pursuant
to a prospectus and related prospectus supplement that constitute a part of the Companys shelf registration statement filed with the Securities and Exchange Commission (the SEC) on Form S-3 on February 27, 2017 (File
No. 333-216275) (the Registration Statement).
The Notes were registered with the SEC pursuant to the Registration Statement. The
material terms of the offer and sale of the Notes are described in the Companys prospectus supplement, as filed with the SEC on September 13, 2017, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, which
supplements the Companys prospectus contained in the Registration Statement.
The net proceeds from the sale of the Notes, after deducting the
underwriting discounts and commissions and estimated offering expenses, were approximately $442,210,000. The Company intends to use the net proceeds from the Offering and available cash on hand to fund the tender offers being made pursuant to an
offer to purchase dated September 12, 2017, as the same may be amended or supplemented, to pay certain fees and expenses in connection with the tender offers 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 offers.