Radian Group Inc. 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.
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