Radian Announces Completion of Concurrent Offerings of Common Stock and
Convertible Senior Notes
PHILADELPHIA -- March 4, 2013
Radian Group Inc. (NYSE: RDN) today announced that it has completed its
previously announced concurrent public offerings of 39.1 million shares of
common stock and $400 million principal amount of convertible senior notes due
2019. The Company received aggregate net proceeds, after underwriting
discounts and commissions and estimated offering expenses, of approximately
$299.5 million from the Common Stock Offering and $389.8 million from the
Convertible Notes Offering. The Company intends to use the proceeds from the
offerings to fund working capital requirements and for general corporate
purposes, including additional capital support for its mortgage insurance
business. Morgan Stanley & Co. LLC and Goldman, Sachs & Co. 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 acted as co-managers for the Common Stock Offering and Keefe,
Bruyette & Woods, Inc. acted as co-manager for the Convertible Notes Offering.
The notes are the Company’s unsecured 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 shares and notes were 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 were 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 offerings 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 email@example.com, and from Goldman,
Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282,
by calling (866) 471-2526 or by emailing firstname.lastname@example.org.
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.
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.
Radian Group Inc.
Emily Riley, 215-231-1035
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