PHILADELPHIA, May 03, 2010 (BUSINESS WIRE) --Radian Group Inc. (NYSE:RDN) today reported that its Board of Directors
adopted amendments to the Amended and Restated Tax Benefit Preservation
Plan dated as of February 12, 2010 (the "Preservation Plan") and the
proposed amendment to the Amended and Restated Certificate of
Incorporation (the "Charter Amendment"), both of which have been
submitted to stockholders for their approval at the 2010 Annual Meeting
of Stockholders to be held on May 12, 2010.
The Company has generated substantial net operating losses (NOLs), loss
carryforwards and other tax attributes for U.S. federal income tax
purposes ("tax benefits") that can generally be used to offset its
future taxable income and therefore reduce its U.S. federal income tax
obligations. Both the Preservation Plan and the Charter Amendment are
intended to preserve the Company's important tax benefits, and are
described in detail in the Company's Proxy Statement sent to its
stockholders.
As stated in the Company's Proxy Statement, Radian incorporated
stockholder-friendly features in the Charter Amendment and the
Preservation Plan, including : (i) limiting the definition of ownership
to the definition used for purposes of Section 382 of the Internal
Revenue Code, as opposed to the broader definition of "beneficial
ownership" used for securities laws purposes; and (ii) providing "sunset
provisions" that will terminate the Preservation Plan and the transfer
restrictions in the Charter Amendment if Section 382 is repealed or if
the potential loss from limitation of the NOLs is no longer material to
the Company, which the Company's Board of Directors has agreed to review
annually. The new amendments will further enhance the
stockholder-friendly features by requiring the Charter Amendment and the
Preservation Plan to be re-approved by stockholders every three years.
The Preservation Plan will terminate and the Charter Amendment will not
become effective if not approved by the stockholders at the 2010 Annual
Meeting of Stockholders of the Company.
The following amendments to the Preservation Plan and Charter Amendment
were adopted by the Board of Directors on April 30, 2010:
1. The Amended and Restated Tax Benefit Preservation Plan (the
"Preservation Plan") shall be amended by inserting a new provision
(Section 7(f)) that reads in its entirety as follows:
In addition to the provision set forth in Section 7(a) of this Plan,
the Expiration Date shall occur on the Close of Business on the second
Business Day after the final adjournment of the third consecutive annual
meeting of the stockholders of the Company held after this Plan was most
recently approved by the stockholders of the Company unless the Plan is
re-approved by the stockholders at such meeting.
2. The proposed amendment to the Amended and Restated Certificate of
Incorporation (the "Charter Amendment") shall be amended by inserting a
new sentence at the end of the definition of "Restriction Release Date"
in Section 4.4.1 of the Charter Amendment that reads in its entirety as
follows:
In addition, the Restriction Release Date shall occur on the close of
business on the second Business Day after the final adjournment of the
third consecutive annual meeting of the stockholders of the Company held
after this Section 4.4 was most recently approved by the stockholders of
the Company unless this Section 4.4 is re-approved by a majority of the
stockholders voting at such meeting.
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.
Some of the statements in this press release may constitute
"forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995. These statements are
based on our current expectations, estimates and projections. Words such
as "will," "expects," "believes" and similar expressions are used to
identify these forward-looking statements. These statements are only
predictions and as such are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to
predict. Forward-looking statements are based upon assumptions as to
future events or our future financial performance that may not prove to
be accurate. Actual outcomes and results may differ materially from what
is expressed or forecast in these forward-looking statements. As a
result, these 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. For more information regarding the risks and
uncertainties that we face, you should review the risks described under
Item 1A, "Risk Factors" under our Annual Report on Form 10-K for the
year ended December 31, 2009 and subsequent reports filed with the
Securities and Exchange Commission.

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