Radian Group (RDN) Commences Notes Exchange Offer
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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.
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.
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