RDN Radian Group Inc

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: April 7, 2015 (Date of earliest event reported: April 1, 2015)

---

Radian Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

---

(215) 231 - 1000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(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 2.01.          Completion of Acquisition or Disposition of Assets.

          On April 1, 2015, Radian Guaranty Inc. (“Radian Guaranty”), the mortgage insurance subsidiary of Radian Group Inc. (the “Company”), completed the previously disclosed sale (the “Sale”) of 100% of the issued and outstanding shares of Radian Asset Assurance Inc., (“Radian Asset”) a wholly owned financial guaranty insurance subsidiary of Radian Guaranty, to Assured Guaranty Corp., a subsidiary of Assured Guaranty Ltd. (“Assured”), pursuant to the terms and conditions of that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2014, by and between Radian Guaranty and Assured.  

The Purchase Agreement contains customary representations and warranties as well as covenants (including customary indemnification covenants) by each of the parties. The representations and warranties in the Purchase Agreement are the product of negotiation among the parties to the Purchase Agreement and are for the sole benefit of such parties. Any inaccuracies in such representations and warranties are subject to waiver by such parties in accordance with the Purchase Agreement without notice or liability to any other person. In some instances, the representations and warranties in the Purchase Agreement may represent an allocation among the parties of risk associated with particular matters, and the assertions embodied in those representations and warranties are qualified by information disclosed by one party to the other in connection with the execution of the Purchase Agreement. Consequently, persons other than the parties to the Purchase Agreement may not rely upon the representations and warranties in the Purchase Agreement as characterizations of actual facts or circumstances as of the date of the Purchase Agreement or as of any other date. Each of Radian Guaranty and Assured has agreed to indemnify the other for breaches or inaccuracies of its representations, warranties, and covenants as well as for certain other specified matters.

The purchase price under the Purchase Agreement was $810 million, and, after transaction-related expenses and other purchase price adjustments, net proceeds to Radian Guaranty were $789 million which resulted in an increase to total investments by the same amount.  In the Company’s Annual Report on Form 10-K (the “2014 Form 10-K”) for the year ended December 31, 2014, the assets and liabilities to be disposed of as of December 31, 2014 were $1,736 million and $947 million, respectively, and were presented as held for sale.  As a result of the closing of the Sale, those assets and liabilities were reduced to zero and total investments increased by the net proceeds amount.  The operating results of Radian Asset were included in discontinued operations for all periods presented in the Company’s 2014 Form 10-K.

The above description of the Purchase Agreement and the above description of the Sale do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 23, 2014 and is incorporated herein by reference.

Item 8.01.          Other Events.

On April 1, 2015, the Company issued a press release in connection with the completion of the Sale described in Item 2.01 above. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

---

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.

EXHIBIT INDEX

5

Exhibit 99.1

Radian Successfully Completes Sale of Financial Guaranty Subsidiary to Assured Guaranty

PHILADELPHIA--(BUSINESS WIRE)--April 1, 2015--Radian Guaranty Inc., the mortgage insurance subsidiary of Radian Group Inc. (NYSE: RDN), announced today that it has completed the previously announced sale of Radian Asset Assurance Inc., Radian’s financial guaranty insurance subsidiary, to Assured Guaranty Corp., a subsidiary of Assured Guaranty Ltd. (NYSE: AGO). After consideration of transaction-related expenses, net proceeds were $789 million.

Radian Chief Executive Officer S.A. Ibrahim said, “The sale of our financial guaranty subsidiary marks an important milestone for Radian as we simplify our focus on our core strengths and position our company for future top-line growth. The successful completion of the sale will also help to accelerate our ability to comply with the final PMIERs.”

About Radian

Radian Group Inc. (NYSE: RDN), headquartered in Philadelphia, provides private mortgage insurance and related risk mitigation products and services to mortgage lenders nationwide through its principal operating subsidiary, Radian Guaranty Inc. These services help promote and preserve homeownership opportunities for homebuyers, while protecting lenders from default-related losses on residential first mortgages and facilitating the sale of low-downpayment mortgages in the secondary market. 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,” “expects,” “believes,” “projects,” “estimates,” “anticipates” and similar expressions are used to identify these forward-looking statements. These forward-looking statements, which may include without limitation, estimates and 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. 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 statement, including: Radian Guaranty’s ability to comply with the financial requirements of the final Private Mortgage Insurer Eligibility Requirements (PMIERs) which, based on the proposed PMIERs, may require us to contribute a substantial portion of our holding company cash and investments to Radian Guaranty, and could depend on our ability to, among other things, successfully leverage options such as commutations or external reinsurance for a portion of our mortgage insurance risk in force in a manner that provides capital relief compliant with the PMIERs. Contributing a substantial portion of our holding company cash and investments to Radian Guaranty would leave Radian Group with less liquidity to satisfy its obligations, and we may be required or we may decide to seek additional capital by incurring additional debt, by issuing additional equity, or by selling assets, which we may not be able to do on favorable terms, if at all. The ultimate form of the PMIERs and the timeframe for their implementation remain uncertain.

The forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly 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. 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 the Company’s 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 Securities and Exchange Commission.

CONTACT:
Radian Group Inc.
Emily Riley, 215-231-1035
emily.riley@radian.biz