MGIC Investment Corporation Announces Expiration and Results of Cash Tender Offer for its Outstanding 5.750% Senior Notes Due 2023

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Aug 13, 2020, 09:00 ET

MILWAUKEE, Aug. 13, 2020 /PRNewswire/ -- MGIC Investment Corporation (NYSE: MTG) (the "Company") announced today the expiration and results of its previously announced cash tender offer (the "Tender Offer") for its 5.750% Senior Notes due 2023 (CUSIP No. 552848AF0) (the "2023 Notes") having an aggregate outstanding principal amount of $425.0 million. The Tender Offer expired at 5:00 p.m., New York City time, on August 12, 2020 (the "Expiration Time").

As of the Expiration Time, $183,610,000 aggregate principal amount of 2023 Notes, or 43.20% of the aggregate principal amount of 2023 Notes outstanding, had been validly tendered and not validly withdrawn. This includes $906,000 aggregate principal amount of 2023 Notes that remain subject to guaranteed delivery procedures. The complete terms and conditions of the Tender Offer were set forth in an Offer to Purchase, dated August 6, 2020 (the "Offer to Purchase").

The Company has accepted for purchase all 2023 Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, excluding 2023 Notes that remain subject to guaranteed delivery procedures. Holders of the 2023 Notes will receive $1,082.50 per $1,000 principal amount of 2023 Notes validly tendered and accepted for purchase (the "Tender Consideration"), plus accrued and unpaid interest to, but not including, the Settlement Date (as defined below) ("Accrued Interest"). The Company expects to pay the Tender Consideration, together with any Accrued Interest, for 2023 Notes validly tendered at or prior to the Expiration Time and not validly withdrawn and accepted for purchase by the Company to the respective holders thereof on August 13, 2020 (the "Settlement Date"). The Company expects to pay the Tender Consideration together with any Accrued Interest, for the 2023 Notes validly tendered pursuant to guaranteed delivery procedures and accepted for payment (to the extent that such 2023 Notes were not delivered at or prior to the Expiration Time) on August 17, 2020. For the avoidance of doubt, the Company will not pay accrued interest for any periods following the Settlement Date in respect of any 2023 Notes accepted in the Tender Offer. The Company will fund the payment for the tendered and accepted 2023 Notes with proceeds from its previously announced debt financing.

Goldman Sachs & Co. LLC acted as the sole dealer manager for the Tender Offer. The information agent and tender agent was D.F. King & Co., Inc. Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 or (212) 357-1452 or email: [email protected].

This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About MGIC

Mortgage Guaranty Insurance Corporation ("MGIC"), the principal subsidiary of the Company, serves lenders throughout the United States, Puerto Rico, and other locations helping families achieve homeownership sooner by making affordable low-down-payment mortgages a reality.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward looking statements. Forward looking statements consist of statements which relate to matters other than historical fact, including matters that inherently refer to future events and involve certain important risks and uncertainties, any of which could cause our actual results to differ materially from those expressed in our forward-looking statements. More information about the risks, uncertainties and assumptions affecting the Company can be found in the risk factors included as Exhibit 99 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and in other filings we make with the Securities and Exchange Commission. No investor should rely on the fact that such statements are current at any time other than the time at which this press release was issued.

SOURCE MGIC Investment Corporation