| ITEM 1.01 |
Entry into a Material Definitive Agreement. |
On October 29, 2026, Inigo Corporate Member Limited (“ICML”), a company incorporated in England and Wales and a wholly-owned subsidiary of Radian Group Inc., a Delaware corporation (“Radian Group”), amended and restated its existing letter of credit facility with a syndicate of participating banks. As further described below, among other things, the amendments add Radian Group as guarantor and increase the aggregate lender commitments from $620 million to $880 million. The letters of credit issued under the facility will be part of ICML’s funds at Lloyd’s (“FAL”).
On October 29, 2026, ICML, Inigo Limited (“Inigo Limited”), a company incorporated in England and Wales and a wholly-owned subsidiary of Radian Group, and Radian Group entered into a Fifth Amendment and Restatement Agreement (the “Fifth Restatement Agreement”) with Barclays Bank PLC, as facility agent (in such capacity, the “Agent”) and as security agent and trustee, and the lenders from time to time party thereto (the “Lenders”) that amends and restates the Letter of Credit Facility Agreement (the “Original Facility Agreement”), dated as of November 3, 2021, as amended and restated on October 31, 2022, October 26, 2023 and October 29, 2024 (and further amended pursuant to an amendment agreement dated December 23, 2024) and as amended and restated October 30, 2025 (collectively, the “Prior Amendments” and together with the Original Facility Agreement, the “Existing LOC Agreement”). The Existing LOC Agreement, as amended by the Fifth Restatement Agreement, is referred to herein as the “Amended LOC Facility.”
The Fifth Restatement Agreement establishes certain changes to the Existing LOC Agreement, including (i) adding Radian Group as guarantor of ICML’s obligations thereunder, (ii) removing Inigo Limited as guarantor of ICML’s obligations thereunder, (iii) providing for the letters of credit issued under the Amended LOC Facility to support ICML’s underwriting for the 2027 underwriting year of account and prior open years of account and (iv) increasing the commitments of the Lenders to issue letters of credit from $620 million under the Existing LOC Agreement to $880 million under the Amended LOC Facility.
The Amended LOC Facility will support ICML’s obligations in connection with ICML’s managed syndicate at Lloyd’s of London (“Lloyd’s”). The FAL are held in trust and available to meet the member’s obligations in respect of policies written at Lloyd’s. The letter(s) of credit will be available for use beginning on the effective date of the Fifth Restatement Agreement, which occurred on October 29, 2026, and will have a minimum term of four years and an expiration date no later than December 31, 2030.
The Amended LOC Facility contains customary representations, warranties, covenants, terms and conditions for ICML and Radian Group (as guarantor), including financial covenants, discussed below, and certain metrics relating to ICML’s financial position and the capital position that are standard for such arrangements. Compliance with these representations, warranties and covenants is required to maintain availability under the facility, and a failure to comply with these or other terms of the Amended LOC Facility could be an event of default, which could (i) result in the termination of the Lenders’ commitments and (ii) enable the Lenders, subject to the terms and conditions of the facility, to require ICML to procure that the Lenders’ liability under the outstanding letter(s) of credit be reduced to zero or that such letter(s) of credit be cash collateralized. In addition, a default under the Amended LOC Facility could trigger an event of default under the terms of Radian Group’s agreements governing existing or future indebtedness, including Radian Group’s previously disclosed revolving credit facility, dated as of November 4, 2025, with Royal Bank of Canada, as Administrative Agent and certain other lenders (the “RCF”), and its outstanding senior notes.
As noted above, pursuant to the Amended LOC Facility, Radian Group is the guarantor and is subject to negative and affirmative covenants including, among other things, limitations on its ability to incur additional indebtedness, make investments, create liens, transfer or dispose of assets, merge with or acquire other companies, and restrictions on certain transactions with affiliates and its ability to pay dividends. The Amended LOC Facility also contains various financial covenants with which Radian Group must comply that are generally consistent with the comparable covenants in the RCF, including covenants related to (i) Radian Group’s minimum consolidated net worth and (ii) Radian Group’s maximum Debt-to-Total Capitalization.
The foregoing summary is not a complete description of the Amended LOC Facility. The description is qualified in its entirety by reference to the full text of the Fifth Restatement Agreement (including the amended and restated letter of credit facility agreement attached as Schedule 3 thereto), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
