Radian Announces Offer to Exchange Outstanding Debt Securities
December 03 2012 - 8:01AM
Business Wire
Radian Group Inc. (NYSE: RDN) today announced the commencement
of an offer to eligible holders to exchange any and all of Radian’s
outstanding 5.375% Senior Notes due June 15, 2015 (the “Old Notes”)
for a new series of 9.000% Senior Notes due June 15, 2017 (the “New
Notes”) and additional cash consideration, in certain
circumstances, as described below (the “Exchange Offer”) for
purposes of improving its debt maturity profile. As of the date
hereof, $250 million aggregate principal amount of the Old Notes
are outstanding.
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in the Offer to Exchange memorandum,
dated December 3, 2012, and the related letter of transmittal (the
“Offering Documents”). The Exchange Offer is only being made, and
copies of the Offering Documents will only be made available, to
holders of the Old Notes who have certified to Radian Group Inc. in
an eligibility letter as to certain matters, including (i) in the
United States their status as “Qualified Institutional Buyers,” as
that term is defined in Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), in a private transaction in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 4(a)(2) thereof or (ii)
outside the United States, that they are persons other than “U.S.
persons,” as that term is defined in Rule 902 under the Securities
Act, in offshore transactions in compliance with Regulation S under
the Securities Act (“Eligible Holders”). Copies of the eligibility
letter are available to holders of Old Notes through the
information agent, Global Bondholder Services Corporation, at (866)
873-6300 (toll free) or (212) 430-3774 (for banks and brokers).
The total exchange consideration to be received by tendering
Eligible Holders of the Old Notes will consist of (i) an equal
principal amount of New Notes for each $1,000 principal amount of
outstanding Old Notes tendered and accepted, and (ii) an early
participation payment of $25.00 in cash for each $1,000 principal
amount of Old Notes tendered and accepted, which will be paid only
to Eligible Holders who tender their Old Notes on or before 5:00
p.m., New York City time, on December 14, 2012 (the “Early
Participation Date”). In addition, Eligible Holders whose Old Notes
are accepted for exchange will receive a cash payment representing
accrued and unpaid interest for such Old Notes from December 15,
2012, the most recent payment date for interest on the Old Notes
to, but not including, the settlement date, which is expected to be
on January 4, 2013 (the third business day after the Expiration
Date, as defined below).
One of the holders of Old Notes has agreed, subject to customary
conditions, to tender an aggregate principal amount of $167 million
of such notes in the Exchange Offer prior to the Early
Participation Date. In exchange for such holder's commitment to
participate in the Exchange Offer, we will pay a lock-up fee to
such holder.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on December 31, 2012, unless extended or terminated (the
“Expiration Date”). Old Notes validly tendered may be withdrawn at
any time on or before 5:00 p.m. New York City time, on December 14,
2012 (the “Withdrawal Date”). However, Old Notes tendered before or
after the Withdrawal Date may not be withdrawn after the Withdrawal
Date unless such date (or in certain circumstances the Expiration
Date) is extended or unless required by law.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States or to any U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any
applicable state securities laws.
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 Offering Documents. The Exchange 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. No recommendation is
made as to whether or not holders of Old Notes should exchange
their Old Notes pursuant to the Exchange Offer. The Exchange Offer
is being made solely pursuant to the Offering Documents, which more
fully set forth and govern the terms and conditions of the Exchange
Offer. The Offering Documents contain important information and
should be read carefully before any decision is made with respect
to the Exchange Offer.
About Radian
Radian Group Inc., 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.biz.
Radian (NYSE:RDN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Radian (NYSE:RDN)
Historical Stock Chart
From Jul 2023 to Jul 2024