UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported) January
15, 2016
Radian Group Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
1-11356 |
23-2691170 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
1601 Market Street, Philadelphia, Pennsylvania |
19103 |
(Address of Principal Executive Offices) |
(Zip Code) |
(215) 231 - 1000
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other
Events.
On January 15, 2016, Radian Group Inc. (the “Company”) issued a news release announcing that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to $100 million of its common stock through the end of 2016.
A copy of this news release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Radian
Group Inc. News Release dated January 15, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RADIAN GROUP INC. |
|||
(Registrant) | |||
Date: | January 19, 2016 | By: |
/s/ Edward J. Hoffman |
Edward J. Hoffman |
|||
Executive Vice President and General Counsel
|
EXHIBIT INDEX
Exhibit No. |
Description |
|
99.1* |
Radian Group Inc. News Release dated January 15, 2016. |
|
|
Exhibit 99.1
Radian Announces $100 Million Share Repurchase Authorization; Company to Webcast Fourth Quarter Conference Call on January 28, 2016
PHILADELPHIA--(BUSINESS WIRE)--January 15, 2016--Radian Group Inc. (NYSE:RDN) announced today that its Board of Directors has authorized a share repurchase program that enables the company to spend up to $100 million to repurchase its common stock. The shares may be purchased in the open market or in privately negotiated transactions.
“The Board of Directors and management team strongly believe that Radian’s financial strength and flexibility, business fundamentals, growth prospects and long-term strategy are not reflected by the company’s current stock price,” said Radian’s Chief Executive Officer S.A. Ibrahim. “The share repurchase program demonstrates our confidence in the strength of our businesses and our commitment to optimizing stockholder returns.”
Ibrahim added, “The long-term outlook for our company and businesses remains strong, as we continue to grow our mortgage insurance in force with high-quality business, and further expand the scope of services we offer through our fee-based businesses. We are pleased that Radian’s strong balance sheet and financial flexibility, including the recent use of a surplus note to satisfy the PMIERs, has positioned us to return value more quickly to stockholders, while at the same time continuing to support our customers, invest in our franchise and drive long-term growth.”
The authorization provides Radian the flexibility to repurchase shares opportunistically from time to time, based on market and business conditions, stock price and other factors. The authorization is effective immediately and expires on December 31, 2016. Radian may utilize a Rule 10b5-1 plan, which would permit the company to purchase shares, at pre-determined price targets, when it may otherwise be precluded from doing so.
Shares of Radian Group are currently trading below the company’s September 30, 2015 book value per share of $11.77. Based on the closing price on January 14, 2016, the $100 million share repurchase program represents approximately 8.7 million shares of Radian's common stock, or 4.2 percent of shares outstanding as of September 30, 2015.
HIGHLIGHTS OF RECENT CAPITAL ACTIONS
As previously announced, Radian completed a series of actions in 2015 to strengthen its capital position, including reducing its overall cost of capital, improving the maturity profile of its debt, and complying with the Private Mortgage Insurer Eligibility Requirements (PMIERs):
Creating Capital Certainty
In order to comply with PMIERs and maximize the company’s financial flexibility, Radian took the following actions:
Simplifying Capital Structure
In order to simplify the company’s capital structure, reduce its overall cost of capital and improve the maturity profile of its debt, Radian entered into a series of transactions in June 2015:
FOURTH QUARTER CONFERENCE CALL
Radian today announced that it will hold a conference call on Thursday, January 28, 2016, at 10:00 a.m. Eastern time to discuss the company’s fourth quarter and year-end 2015 results, which will be announced prior to the market open on the same day.
The conference call will be broadcast live over the Internet at http://www.radian.biz/page?name=Webcasts or at www.radian.biz. The call may also be accessed by dialing 800.288.8961 inside the U.S., or 612.332.0226 for international callers, using passcode 383877 or by referencing Radian.
A replay of the webcast will be available on the Radian website approximately two hours after the live broadcast ends for a period of one year. A replay of the conference call will be available approximately two and a half hours after the call ends for a period of two weeks, using the following dial-in numbers and passcode: 800.475.6701 inside the U.S., or 320.365.3844 for international callers, passcode 383877.
In addition to the information provided in the company's earnings news release, other statistical and financial information, which is expected to be referred to during the conference call, will be available on Radian's website under Investors >Quarterly Results, or by clicking on http://www.radian.biz/page?name=QuarterlyResults.
ABOUT RADIAN
Radian Group Inc. (NYSE: RDN), headquartered in Philadelphia, provides private mortgage insurance, risk management products and real estate services to financial institutions. Radian offers products and services through two business segments:
Additional information may be found at www.radian.biz.
FORWARD-LOOKING STATEMENTS
All statements in this press release that address events, developments or results that we expect or anticipate may occur in the future are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the U.S. Private Securities Litigation Reform Act of 1995. In most cases, forward-looking statements may be identified by words such as "anticipate," "may," "will," "could," "should," "would," "expect," "intend," "plan," "goal," "contemplate," "believe," "estimate," "predict," "project," "potential," "continue," "seek," "strategy," "future," "likely" or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition, are made on the basis of management's current views and assumptions with respect to future events. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment. New risks emerge from time to time and it is not possible for us to predict all risks that may affect us. The forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, without limitation:
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent reports and registration statements filed from time to time with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this presentation. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.
CONTACT:
Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.biz