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): November
28, 2016
Radian Group Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
1-11356 |
23-2691170 |
|
(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 November 28, 2016, Radian Group Inc. (the “Company”) announced that it is exercising its option to redeem its 2.25% Convertible Senior Notes due 2019 (the “Notes”). Pursuant to Section 10.03 of the First Supplemental Indenture, dated as of March 4, 2013, which supplements the Senior Indenture, dated as of March 4, 2013 (together, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, the Company issued a redemption notice announcing the redemption of all outstanding Notes (the “Redemption Notice”), of which an aggregate principal amount of approximately $68.0 million is outstanding. The redemption price is equal to $1,000 per $1,000 principal amount of the Notes, plus accrued and unpaid interest from the last interest payment date on September 1, 2016 up to, but excluding, January 27, 2017 (the “Redemption Date”). In lieu of receiving the redemption price, holders of the Notes may surrender their Notes for conversion at any time before 5:00 p.m., New York City time, on January 26, 2017. The conversion rate of the Notes is 94.3396 shares of the Company’s common stock per $1,000 principal amount of Notes. The Company has elected to settle all Notes surrendered for conversion after the issuance of the Redemption Notice but prior to the redemption with cash. A copy of the Redemption Notice specifying the terms, conditions and procedures for redemption is furnished as Exhibit 99.1 to this report.
To collect the redemption price, the Notes must be surrendered for redemption at the office of the paying agent shown below at any time on or after the Redemption Date, and interest on the Notes will cease to accrue on and after the Redemption Date, whether or not such Notes are presented for payment:
By First-Class Mail
U.S. Bank
Global Corporate Trust Services
111
Fillmore Ave E
St. Paul, MN 55107
By Certified or Registered Mail or Courier
U.S. Bank
Global
Corporate Trust Services
111 Fillmore Ave E
St. Paul, MN 55107
The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture as previously filed with the Securities and Exchange Commission on March 4, 2013.
On November 28, 2016, the Company issued a news release announcing that it will redeem all outstanding Notes on January 27, 2017. The news release is furnished as Exhibit 99.2 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit |
Description | |
| 4.1 | Senior Indenture dated as of March 4, 2013 between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4, 2013) | |
| 4.2 | First Supplemental Indenture dated as of March 4, 2013 between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4, 2013) | |
| 99.1* | Redemption Notice dated November 28, 2016 | |
| 99.2* | Radian Group Inc. News Release dated November 28, 2016 | |
* Furnished herewith
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.
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RADIAN GROUP INC. |
|||
| (Registrant) | |||
| Date: | November 28, 2016 | By: |
/s/ J. Franklin Hall |
|
J. Franklin Hall |
|||
|
Chief Financial Officer |
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EXHIBIT INDEX
|
Exhibit |
Description | |
| 4.1 | Senior Indenture dated as of March 4, 2013 between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4, 2013) | |
| 4.2 | First Supplemental Indenture dated as of March 4, 2013 between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4, 2013) | |
| 99.1* | Redemption Notice dated November 28, 2016 | |
| 99.2* | Radian Group Inc. News Release dated November 28, 2016 | |
| * Furnished herewith | ||
Exhibit 99.1
November 28, 2016
RADIAN GROUP INC.
NOTICE OF REDEMPTION OF
2.25%
CONVERTIBLE SENIOR NOTES DUE 2019
(CUSIP No. 750236AN1)
(ISIN
No. US750236A17)
Pursuant to Section 10.03 of the First Supplemental Indenture, dated as of March 4, 2013 (the “First Supplemental Indenture”), which supplements the Senior Indenture, dated as of March 4, 2013 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”), by and between Radian Group Inc. (the “Issuer”), and U.S. Bank National Association, as Trustee (the “Trustee”), pursuant to which the Issuer’s 2.25% Convertible Senior Notes due 2019 (the “Notes”) have been issued, notice is hereby given that the Issuer has elected to, and will, redeem all of the outstanding Notes on January 27, 2017 (the “Redemption Date”) pursuant to Article X of the First Supplemental Indenture. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture.
All of the remaining outstanding Notes will be redeemed. The Notes will be redeemed at a redemption price (the “Redemption Price”) of 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. It is expected that interest will accrue from the most recent Interest Payment Date of September 1, 2016, up to, but excluding January 27, 2017.
On the Redemption Date, the Redemption Price will become due and payable upon the Notes. The Redemption Price will be paid to Holders on or after the Redemption Date, upon surrender to U.S. Bank National Association, as paying agent (the “Paying Agent”), of the Notes redeemed. Unless the Issuer defaults in paying the Redemption Price, interest on the Notes, if any, will cease to accrue on and after the Redemption Date, whether or not such Notes are presented for payment.
Holders may surrender their Notes for conversion at any time prior to 5:00 p.m., New York City time, on the Scheduled Trading Day immediately preceding the Redemption Date (January 26, 2017), unless the Issuer defaults in the payment of the Redemption Price, in which case a Holder of the Notes may convert its Notes until the Redemption Price has been paid or duly provided for. The current Conversion Rate of the Notes is 94.3396 shares of Common Stock per $1,000 principal amount of Notes.
To receive the Redemption Price, the Notes must be surrendered for redemption, at the office of the Paying Agent shown below, at any time on or after the Redemption Date:
if by first-class mail:
U.S. Bank
Global Corporate Trust Services
111 Fillmore Ave E
St.
Paul, MN 55107
if by certified or registered mail or courier:
U.S. Bank
Global Corporate Trust Services
111 Fillmore Ave E
St.
Paul, MN 55107
The CUSIP number indicated above is included solely for the convenience of the Holders of the Notes. The Issuer is not responsible for the use or selection of this number, nor is any representation made as to the correctness or accuracy of the CUSIP number printed on the Notes or as listed in this Notice of Redemption.
Holders who want to convert Notes must satisfy the requirements of Article VIII of the First Supplemental Indenture. The Issuer elects a Cash Settlement as its Settlement Method in respect of any Notes surrendered for conversion after the issuance of this Redemption Notice but prior to redemption. U.S. Bank National Association will act as the conversion agent (the “Conversion Agent”). Notes must be surrendered for conversion in accordance with the provisions of Section 8.02(b) of the First Supplemental Indenture.
A Holder may convert a portion of the principal amount of a Note if the portion is $1,000 or an integral multiple of $1,000.
On the third Business Day immediately following the Last Trading Day of the relevant Observation Period, the Issuer will deliver to a converting Holder of Notes, through the Conversion Agent, the Settlement Amount required to be delivered upon conversion of such Notes.
To convert a Note, the Holder must comply with the procedures of the Depositary and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 8.02(g) of the Indenture. Upon conversion of a Note, a Holder of a Note will not receive any separate cash payment for accrued and unpaid interest, if any. Instead, the Issuer’s payment and delivery of the Settlement Amount upon conversion of any Note will be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than canceled, extinguished or forfeited.
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RADIAN GROUP INC. |
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|
By: U.S. Bank National Association, |
|
| as Trustee |
Exhibit 99.2
Radian Announces Redemption of its 2.25% Convertible Senior Notes due 2019
PHILADELPHIA--(BUSINESS WIRE)--November 28, 2016--Radian Group Inc. (NYSE: RDN) announced today that it is exercising its option to redeem its 2.25% Convertible Senior Notes due 2019 (the “Notes”), of which an aggregate principal amount of approximately $68.0 million is outstanding. The redemption date will be January 27, 2017 (the “Redemption Date”). The redemption price is equal to $1,000 per $1,000 principal amount of the Notes, plus accrued and unpaid interest from the last interest payment date on September 1, 2016, up to, but excluding, the Redemption Date. In lieu of receiving the redemption price, holders of the Notes may surrender their Notes for conversion at any time before 5:00 p.m., Eastern time, on January 26, 2017. The conversion rate of the Notes is 94.3396 shares of the company’s common stock per $1,000 principal amount of Notes.
The company has elected to settle all Notes surrendered for conversion or redemption with cash, and expects to fund the payment of the redemption, as well as any Notes surrendered for conversion, using available liquidity. As of September 30, 2016, Radian Group maintained $483 million of available liquidity. When completed, this transaction will reduce the company’s total number of diluted shares by approximately 6.4 million shares, and bring the total reduction in diluted shares related to the company's 2016 capital actions, including the share repurchase completed in the first quarter, to approximately 29.5 million shares.
“We have made significant progress in achieving the capital plan we outlined late last year to improve our capital structure, including removing the convertible notes and distributing our debt maturities more evenly,” said Radian’s Chief Financial Officer Frank Hall. “The combination of our capital actions in 2016, once completed, will reduce our total number of diluted shares by approximately 12%, and we continue to make strides in returning to investment grade ratings at the holding company.”
The press release is for information 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.
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
Some of the statements in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will,” “intends,” “expects,” “believes” and similar expressions are used to identify these forward-looking statements. These statements 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. 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, 2015 and subsequent reports and registration statements filed from time to time with the Securities and Exchange Commission.
CONTACT:
Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.biz