Current Report Filing (8-k)
November 18 2016 - 8:01AM
Edgar (US Regulatory)
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
18, 2016
Radian Group Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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1-11356
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23-2691170
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(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
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(IRS Employer
Identification No.)
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1601
Market Street, Philadelphia, Pennsylvania
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19103
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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
.
Radian Group Inc. (the “Company”) is providing certain terms for the
potential future redemption of its 2.25% Convertible Senior Notes due
2019 (the “Notes”).
The Company currently has outstanding $68.0 million principal amount of
the Notes. Under the indenture governing the Notes, the Company has the
option to redeem all or part of the Notes as long as the daily closing
sale price per share of its common stock is at least 130 percent of the
then-current conversion price (currently this threshold is $13.78) for
at least 20 out of the immediately preceding 30 consecutive trading days
before the delivery of a redemption notice (the “Redemption Trigger”).
If the Company elects to redeem the Notes, the Company currently intends
to settle in cash any conversions of the Notes occurring between the
date of the redemption notice and the redemption date, as well as any
Notes redeemed on the redemption date.
The Company is providing this information as contemplated in its Annual
Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form
10-K”). The Company is not making any assurances that the Redemption
Trigger will be satisfied or that it will redeem the Notes. The Company
may subsequently elect to use an alternate settlement method in
accordance with the terms of the indenture governing the
Notes. However, in that event, the Company will announce the new
settlement method as contemplated in its 2015 Form 10-K.
FORWARD-LOOKING STATEMENTS
Some of the statements in this Current Report on Form 8-K may constitute
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the United States Private Securities Litigation Reform Act of
1995. 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.
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.
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(Registrant)
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Date:
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November 18, 2016
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By:
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/s/ Edward J. Hoffman
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Edward J. Hoffman
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Executive Vice President and General Counsel
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