Radian Announces Early Results of Exchange Offer

  Radian Announces Early Results of Exchange Offer

Business Wire

PHILADELPHIA -- December 17, 2012

Radian Group Inc. (NYSE: RDN) today announced the early results 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.

Based on information provided by the exchange agent to Radian, of the $250
million aggregate principal amount of Old Notes that was outstanding as of
December 3, 2012, the commencement date of the Exchange Offer, $195,157,000
aggregate principal amount has been validly tendered for exchange as of 5:00
p.m., New York City time, on December 14, 2012 (the “Early Participation
Date”).

Pursuant to 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”), Eligible Holders who tendered their
Old Notes on or prior to the Early Participation Date will receive a total
exchange consideration consisting of (i) an equal principal amount of New
Notes for each $1,000 principal amount of outstanding Old Notes tendered and
accepted, (ii) an early participation payment of $25.00 in cash for each
$1,000 principal amount of Old Notes (the “Early Participation Payment”)
tendered, and (iii) 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). The Old Notes validly tendered before or after 5:00 pm New
York City time, on December 14, 2012 may not be withdrawn unless such date (or
in certain circumstances the Expiration Date) is extended or unless required
by law.

The Exchange Offer is being conducted upon the terms and subject to the
conditions set forth in the Offering Documents. The Exchange Offer is only
being made, and copies of the Offering Documents are only being 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).

Eligible Holders that validly tender their Old Notes after the Early
Participation Date and prior to the Expiration Date will not receive the Early
Participation Payment but will otherwise receive the same total exchange
consideration as will be received by holders that validly tendered their Old
Notes on or prior to the Early Participation Date.

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”).

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.

Contact:

Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.biz
 
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