PHILADELPHIA--(BUSINESS WIRE)--Radian Group Inc. announced today that on March 18, 2016, it completed its previously announced public offering of $350 million principal amount of 7.000% Senior Notes due 2021 (the 2021 Senior Notes). Radian also announced that it entered into privately negotiated agreements with certain of the holders (Sellers) of its convertible notes. Under these agreements, Radian is purchasing for a combination of cash and/or shares of Radian common stock
- an aggregate of $288 million principal amount of its 2.25% Convertible Senior Notes due 2019 (the 2019 Convertible Notes); and
- an aggregate of $30 million principal amount of its 3.00% Convertible Senior Notes due 2017 (the 2017 Convertible Notes).
Radian plans to fund these purchases with $192 million in cash (plus accrued and unpaid interest on the purchased notes) and by issuing to the Sellers approximately 17.0 million shares of common stock. Following these purchases, which are expected to close today, subject to the satisfaction of customary closing conditions, $102 million principal amount of the 2019 Convertible Notes and $22 million principal amount of the 2017 Convertible Notes will remain outstanding.
“We have taken steps to simplify and strengthen our capital structure, which improves the maturity profile of our debt and significantly reduces our number of diluted shares outstanding,” said Radian’s Chief Executive Officer S.A. Ibrahim. “We believe the strong participation in our senior note offering and the recent rating agency upgrades reflect the confidence the financial community places on Radian’s financial strength, flexibility and prospects for future growth.”
The purchases of the convertible notes are expected to result in an estimated pre-tax charge to GAAP earnings of approximately $56 million in the first quarter of 2016. This estimated charge represents
- the $40 million market premium paid to Sellers of the convertible notes in excess of the conversion value of the purchased notes,
- the $15 million difference between the fair value and the carrying value of the liability component of the purchased convertible notes, net of unamortized issuance costs, and
- estimated transaction costs of $1 million.
Excluding the charge related to the purchases of the convertible notes, pre-tax savings related to interest and amortization of debt issuance costs on the purchased convertible notes are expected to be approximately $58 million between the closing date of the purchases and the original maturity dates of the purchased notes in March 2019 and November 2017.
The 2021 Senior Notes issuance and the purchases of the convertible notes, together with the recently completed $100 million share repurchase program (pursuant to which Radian purchased approximately 9.4 million of its common shares) are expected to yield the following in the first quarter of 2016:
- An estimated net increase in available holding company liquidity of approximately $50 million. As of December 31, 2015, Radian Group had approximately $340 million of currently available liquidity.
- An estimated net increase in long-term debt of approximately $62 million
- An estimated net increase in stockholders’ equity of approximately $5 million
- An estimated net decrease in fully diluted shares outstanding of approximately 19.9 million. This estimate reflects the difference between the actual net increase in shares outstanding of approximately 7.3 million, and the approximately 27.2 million that would have already been included in the calculation of diluted earnings per share related to the 2019 Convertible Notes and the 2017 Convertible Notes.
RATING AGENCY UPGRADES
On March 14, 2016, Standard & Poor’s Ratings Services (S&P) upgraded the long-term issuer credit rating on Radian Group to BB-. S&P also upgraded its financial strength and long-term issuer credit ratings on Radian Group’s principal mortgage insurance subsidiary, Radian Guaranty Inc., to an investment grade rating of BBB-. Both Radian companies maintain a positive outlook.
On January 28, 2016, Moody’s Investors Service (Moody’s) upgraded the senior unsecured debt rating on Radian Group to Ba3. Moody’s also upgraded its insurance financial strength ratings of Radian Guaranty to an investment grade rating of Baa3. Both Radian companies maintain a stable outlook.
You may find the complete rating agency reports and information regarding the companies’ ratings on Radian’s website here.
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:
- Mortgage Insurance, through its principal mortgage insurance subsidiary Radian Guaranty Inc. This private mortgage insurance protects lenders from default-related losses, facilitates the sale of low-downpayment mortgages in the secondary market and enables homebuyers to purchase homes more quickly with downpayments less than 20%.
- Mortgage and Real Estate Services, through its principal services subsidiary Clayton, as well as Green River Capital, Red Bell Real Estate and ValuAmerica. These solutions include information and services that financial institutions, investors and government entities use to evaluate, acquire, securitize, service and monitor loans and asset-backed securities.
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.
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 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.