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): April 17, 2023
Radian Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-11356 | 23-2691170 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
550 East Swedesford Road, Suite 350
Wayne, Pennsylvania, 19087
(Address of Principal Executive Offices, and 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.001 par value per share | RDN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on September 28, 2022, Radian Group Inc. (“Company”) entered into a Guaranty Agreement (“Guaranty Agreement”) in favor of Bank of Montreal, a Canadian Chartered bank acting through its Chicago Branch (“BMO”) to guaranty the obligations of the Company’s subsidiary Radian Mortgage Capital LLC (“RMC”) in connection with a $300 million mortgage loan repurchase facility that RMC entered into with BMO pursuant to a Master Repurchase Agreement dated September 28, 2022 (“MRA”). The MRA is used to finance RMC’s acquisition of residential mortgage loans from correspondent lenders, subject to market conditions, with a view towards the later securitization and/or direct sale of the loans to mortgage investors.
On April 17, 2023, RMC, the Company and BMO entered into Amendment No. 1 (the “Amendment”) to amend the MRA, pursuant to which RMC voluntarily reduced the size of the mortgage loan purchase facility from $300 million to $150 million (as amended, the “Amended MRA”). The Company entered into the Amendment solely for the purpose of reaffirming its guaranty of RMC’s obligations under the MRA. Other than the foregoing, the terms of the MRA and Guaranty Agreement remain unchanged. The MRA is uncommitted, and BMO is under no obligation to fund the purchase of any residential mortgage loan assets under this facility.
The foregoing summary is not a complete description of the Amended MRA, and is qualified in its entirety by reference to the full text of the Amended MRA which is filed as Exhibit A to the Amendment that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Amendment No. 1 to Master Repurchase Agreement, dated April 17, 2023, between Radian Mortgage Capital LLC, Radian Group Inc. and Bank of Montreal including a fully conformed copy of the Amended MRA as Exhibit A | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 18, 2023 | ||||||
By: | /s/ Liane Browne | |||||
Liane Browne | ||||||
Deputy General Counsel |