Radian Increases Size and Announces Pricing of Concurrent Offerings of Common Stock and Convertible Senior Notes

  Radian Increases Size and Announces Pricing of Concurrent Offerings of
  Common Stock and Convertible Senior Notes

Business Wire

PHILADELPHIA -- February 27, 2013

Radian Group Inc. (NYSE: RDN) announced today that it has increased the size
of and priced its concurrent underwritten public offerings of 34million
shares of its common stock (the “Common Stock Offering”) at a public offering
price of $8.00 per share and $350million aggregate principal amount of its
convertible senior notes due 2019 (the “Convertible Notes Offering” and,
collectively with the Common Stock Offering, the “Offerings”). Morgan Stanley
& Co. LLC and Goldman, Sachs & Co. have acted as joint book-running managers
for the Offerings, Dowling & Partners Securities, LLC, Keefe, Bruyette &
Woods, Inc., Macquarie Capital (USA) Inc. and Wells Fargo Securities, LLC have
acted as co-managers for the Common Stock Offering and Keefe, Bruyette &
Woods, Inc. has acted as co-manager for the Convertible Notes Offering. In
connection with the Offerings, the underwriters have the option to purchase an
additional 5.1million shares of common stock and an additional $50million
principal amount of notes from the Company at the public offering price, less
underwriting discounts and commissions, within 30 days. The Offerings are
expected to close on March 4, 2013, subject to customary closing conditions.

The notes will be the Company’s unsecured senior obligations. The notes will
pay interest semi-annually on March 1 and September 1 at a rate of 2.25% per
year, and will mature on March 1, 2019.

Prior to December 1, 2018, the notes will be convertible only upon specified
events and during specified periods and, thereafter, at any time. The notes
will initially be convertible at a conversion rate of 94.3396 shares of the
Company’s common stock per $1,000 principal amount of notes, corresponding to
an initial conversion price of approximately $10.60 per share of the Company’s
common stock. The conversion rate will be subject to adjustment upon certain
events, but will not be adjusted for accrued and unpaid interest. Upon
conversion, the Company will pay or deliver, as the case may be, cash, shares
of its common stock or a combination of cash and shares of its common stock,
at the Company’s option. The Company will have the right to redeem all or part
of the notes on or after March 8, 2016 if the last reported sale price of its
common stock has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period.

The Company intends to use the net proceeds from the Offerings to fund working
capital requirements and for general corporate purposes, including additional
capital support for its mortgage insurance business.

The shares and the notes will be issued pursuant to an effective shelf
registration statement that was previously filed with the Securities and
Exchange Commission (the “SEC”) on Form S-3 and declared effective on August
20, 2012. The Offerings are being made by means of a prospectus and related
prospectus supplements. A copy of the prospectus supplement and the
accompanying base prospectus for each of the Common Stock Offering and the
Convertible Notes Offering has been filed with the SEC and is available for
free on the SEC’s website: http://www.sec.gov. Alternatively, copies may be
obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180
Varick Street, 2nd Floor, New York, New York 10014, by calling (866) 718-1649
or by emailing prospectus@morganstanley.com, and from Goldman, Sachs & Co.,
Attn: Prospectus Department, 200 West Street, New York, NY 10282, by calling
(866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.

This press release is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any security of the
Company, nor will there be any sale of any such security in any jurisdiction
in which such offer, sale or solicitation would be unlawful. Each of the
offerings may be made only by means of a prospectus supplement and
accompanying base prospectus.

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-down payment
mortgages in the secondary market.

Contact:

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