The Exchange Offer is being conducted upon the terms and subject to the conditions set forth in the Offering Documents. The Exchange Offer is only being made, and copies of the Offering Documents are only being made available, to holders of the Old Notes who have certified to Radian Group Inc. in an eligibility letter as to certain matters, including (i) in the United States, their status as “Qualified Institutional Buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or (ii) outside the United States, that they are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in compliance with Regulation S under the Securities Act (“Eligible Holders”). Copies of the eligibility letter are available to holders of Old Notes through the information agent, Global Bondholder Services Corporation, at (866) 873-6300 (toll free) or (212) 430-3774 (for banks and brokers).
Eligible Holders that validly tender their Old Notes after the Early Participation Date and prior to the Expiration Date will not receive the Early Participation Payment but will otherwise receive the same total exchange consideration as will be received by holders that validly tendered their Old Notes on or prior to the Early Participation Date.
The Exchange Offer will expire at 11:59 p.m., New York City time, on December 31, 2012, unless extended or terminated (the “Expiration Date”).
The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws.