Current Report Filing (8-k)
November 28 2016 - 4:32PM
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
28, 2016
Radian Group Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11356
|
23-2691170
|
(Commission
File Number)
|
(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)
|
(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))
On November 28, 2016, Radian Group Inc. (the “Company”) announced that
it is exercising its option to redeem its 2.25% Convertible Senior Notes
due 2019 (the “Notes”). Pursuant to Section 10.03 of the First
Supplemental Indenture, dated as of March 4, 2013, which supplements the
Senior Indenture, dated as of March 4, 2013 (together, the “Indenture”),
between the Company and U.S. Bank National Association, as Trustee, the
Company issued a redemption notice announcing the redemption of all
outstanding Notes (the “Redemption Notice”), of which an aggregate
principal amount of approximately $68.0 million is outstanding. The
redemption price is equal to $1,000 per $1,000 principal amount of the
Notes, plus accrued and unpaid interest from the last interest payment
date on September 1, 2016 up to, but excluding, January 27, 2017 (the
“Redemption Date”). In lieu of receiving the redemption price, holders
of the Notes may surrender their Notes for conversion at any time before
5:00 p.m., New York City time, on January 26, 2017. The conversion rate
of the Notes is 94.3396 shares of the Company’s common stock per $1,000
principal amount of Notes. The Company has elected to settle all Notes
surrendered for conversion after the issuance of the Redemption Notice
but prior to the redemption with cash. A copy of the Redemption Notice
specifying the terms, conditions and procedures for redemption is
furnished as Exhibit 99.1 to this report.
To collect the redemption price, the Notes must be surrendered for
redemption at the office of the paying agent shown below at any time on
or after the Redemption Date, and interest on the Notes will cease to
accrue on and after the Redemption Date, whether or not such Notes are
presented for payment:
By First-Class Mail
U.S. Bank
Global Corporate Trust Services
111
Fillmore Ave E
St. Paul, MN 55107
By Certified or Registered Mail or Courier
U.S. Bank
Global
Corporate Trust Services
111 Fillmore Ave E
St. Paul, MN 55107
The foregoing description of the Indenture is qualified in its entirety
by reference to the Indenture as previously filed with the Securities
and Exchange Commission on March 4, 2013.
On November 28, 2016, the Company issued a news release announcing that
it will redeem all outstanding Notes on January 27, 2017. The news
release is furnished as Exhibit 99.2 to this report.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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|
Description
|
|
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4.1
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Senior Indenture dated as of March 4, 2013 between the Registrant
and U.S. Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form
8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4,
2013)
|
|
|
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4.2
|
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First Supplemental Indenture dated as of March 4, 2013 between the
Registrant and U.S. Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K (file no. 1-11356) dated February 27,
2013 and filed on March 4, 2013)
|
|
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99.1*
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Redemption Notice dated November 28, 2016
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|
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99.2*
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Radian Group Inc. News Release dated November 28, 2016
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* Furnished herewith
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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|
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(Registrant)
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Date:
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November 28, 2016
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By:
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/s/ J. Franklin Hall
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|
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J. Franklin Hall
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
|
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4.1
|
|
Senior Indenture dated as of March 4, 2013 between the Registrant
and U.S. Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form
8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4,
2013)
|
|
|
|
4.2
|
|
First Supplemental Indenture dated as of March 4, 2013 between the
Registrant and U.S. Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K (file no. 1-11356) dated February 27,
2013 and filed on March 4, 2013)
|
|
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99.1*
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Redemption Notice dated November 28, 2016
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|
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99.2*
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Radian Group Inc. News Release dated November 28, 2016
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* Furnished herewith
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