| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
Senior Notes Offering
On June 24, 2019, Radian Group Inc. (the “Company”) completed its previously announced underwritten public offering of $450 million principal amount of 4.875% Senior Notes due 2027 (the “2027 Notes,” and the offering, the “Offering”).
The 2027 Notes were issued under the Senior Indenture dated as of March 4, 2013 (the “Base Indenture”), as supplemented by the Sixth Supplemental Indenture dated as of June 24, 2019 (together with the Base Indenture, the “2019 Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms in this “Senior Notes Offering” section of this Current Report on Form8-K not otherwise defined herein have the meanings assigned to them in the 2019 Indenture.
The 2027 Notes are the Company’s unsecured senior obligations. The 2027 Notes pay interest semi-annually on March 15 and September 15 at a rate of 4.875% per year and will mature on March 15, 2027. At any time, or from time to time, prior to September 15, 2026 (the “Par Call Date”), the Company may redeem the 2027 Notes in whole or in part, at its option, at a Redemption price equal to the greater of (i) 100% of the aggregate principal amount of the 2027 Notes to be redeemed and (ii) the make-whole amount, which is the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2027 Notes to be redeemed, calculated from the redemption date to the Par Call Date, discounted to the redemption date at the Adjusted Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. At any time on or after the Par Call Date, the Company may redeem the 2027 Notes in whole or in part, at its option, at a Redemption price equal to 100% of the aggregate principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 2019 Indenture provides for Events of Default that may, in certain circumstances, lead to the outstanding principal and unpaid interest of the 2027 Notes becoming immediately due and payable.
The foregoing description of the 2019 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2019 Indenture, which is included as an exhibit hereto and is incorporated herein by reference.
The 2027 Notes were offered for sale pursuant to a prospectus and related prospectus supplement that constitute a part of the Company’s shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on FormS-3 on February 27, 2017 (FileNo. 333-216275) (the “Registration Statement”).
The 2027 Notes were registered with the SEC pursuant to the Registration Statement. The material terms of the offer and sale of the 2027 Notes are described in the Company’s prospectus supplement, as filed with the SEC on June 14, 2019, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, which supplements the Company’s prospectus contained in the Registration Statement.
The net proceeds from the sale of the 2027 Notes, after deducting the underwriting discounts and commissions and estimated offering expenses, were approximately $442,330,000. The Company intends to use the net proceeds from the Offering to fund the tender offers that were made pursuant to an offer to purchase dated June 13, 2019, to pay certain fees and expenses in connection with the tender offers and otherwise for general corporate purposes, including the redemption of the Company’s 5.250% Senior Notes due 2020 (the “2020 Notes”) in accordance with the terms of the 2015 Indenture (as defined below), and which may also include redemption or repurchases of other outstanding debt securities.
The opinion of Drinker Biddle & Reath LLP regarding the validity of the 2027 Notes issued pursuant to the Offering is incorporated by reference in its entirety to the Registration Statement.
Tender Results
On June 20, 2019, the Company announced the results of its cash tender offers to purchase its 2020 Notes and its 7.000% Senior Notes due 2021. The tender offers were made exclusively pursuant to an offer to purchase dated June 13, 2019.
A copy of the press release announcing the tender results is attached to this Current Report onForm 8-K as Exhibit 99.1 and is incorporated by reference herein.
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