HAMILTON, Bermuda--(BUSINESS WIRE)--
Essent Group Ltd. (the “Company”)(NYSE:ESNT) announced today that it has
commenced a public offering in which it is offering 6,000,000 common
shares and certain selling shareholders are offering 6,000,000 common
shares (the “Offering”). The underwriters will have the option to
purchase up to an aggregate of 1,800,000 additional common shares from
the selling shareholders. The public offering price of the Company’s
common stock will be determined, based on market conditions, at the time
of the pricing of the Offering. The Offering is subject to market
conditions, and there can be no assurance as to whether the Offering
will be completed, or as to the actual size or terms of the Offering.
The Company intends to use the net proceeds from the Offering for
general corporate purposes, which may include capital contributions to
support the growth of the Company’s insurance subsidiaries. The Company
will not receive any proceeds from the sale of common shares by the
selling shareholders.
The offering is being made through joint book-running managers Goldman,
Sachs & Co., J.P. Morgan Securities LLC and BofA Merrill Lynch.
Additionally, Barclays Capital Inc., Credit Suisse Securities (USA) LLC
and Macquarie Capital (USA) Inc. are also acting as joint book-running
managers. Dowling & Partners Securities, LLC, Keefe, Bruyette & Woods,
Inc. and Wells Fargo Securities, LLC are acting as co-managers for the
offering.
The common shares are being offered pursuant to an effective shelf
registration statement (including a base prospectus) under the
Securities Act of 1933, as amended, that has been filed with the U.S.
Securities and Exchange Commission (the “SEC”). Any offer, or
solicitation to buy, if at all, will be made solely by means of a
preliminary prospectus supplement and the accompanying base prospectus.
Copies of the preliminary prospectus supplement and the accompanying
prospectus may be obtained, when available, from the SEC’s website at www.sec.gov.
Alternatively, when available, copies may be obtained from the
prospectus departments of Goldman, Sachs & Co., Attention: Prospectus
Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, facsimile: 1-212-902-9316 or email: prospectus-ny@ny.email.gs.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Ave., Edgewood, NY 11717, telephone: 1-866-803-9204; and
BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attention:
Prospectus Department, or email dg.prospectus_requests@baml.com.
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any
security of the Company, nor will there be any sale of any such security
in any state or jurisdiction in which such offer, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release may include “forward-looking statements” which are
subject to known and unknown risks and uncertainties, many of which may
be beyond our control. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may,"
"plan," "seek," "comfortable with," "will," "expect," "intend,"
"estimate," "anticipate," "believe" or "continue" or the negative
thereof or variations thereon or similar terminology. Actual events,
results and outcomes may differ materially from our expectations due to
a variety of known and unknown risks, uncertainties and other factors.
Although it is not possible to identify all of these risks and factors,
they include, among others, the following: changes in or to Fannie Mae
and Freddie Mac (the “GSEs”), whether through Federal legislation,
restructurings or a shift in business practices; failure to continue to
meet the mortgage insurer eligibility requirements of the GSEs;
competition for customers; lenders or investors seeking alternatives to
private mortgage insurance; an increase in the number of loans insured
through Federal government mortgage insurance programs, including those
offered by the Federal Housing Administration; decline in new insurance
written and franchise value due to loss of a significant customer;
decline in the volume of low down payment mortgage originations; the
definition of "Qualified Mortgage" reducing the size of the mortgage
origination market or creating incentives to use government mortgage
insurance programs; the definition of "Qualified Residential Mortgage"
reducing the number of low down payment loans or lenders and investors
seeking alternatives to private mortgage insurance; the implementation
of the Basel III Capital Accord discouraging the use of private mortgage
insurance; a decrease in the length of time that insurance policies are
in force; uncertainty of loss reserve estimates; deteriorating economic
conditions; non-U.S. operations becoming subject to U.S. Federal income
taxation; becoming considered a passive foreign investment company for
U.S. Federal income tax purposes; and other risks and factors described
in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for
the year ended December 31, 2013 filed with the Securities and Exchange
Commission on March 10, 2014. Any forward-looking information presented
herein is made only as of the date of this press release, and we do not
undertake any obligation to update or revise any forward-looking
information to reflect changes in assumptions, the occurrence of
unanticipated events, or otherwise.
About the Company
Essent Group Ltd. (NYSE: ESNT) is a Bermuda-based holding company which,
through its wholly-owned subsidiary Essent Guaranty, Inc., offers
private mortgage insurance for single-family mortgage loans in the
United States. Essent provides private capital to mitigate mortgage
credit risk, allowing lenders to make additional mortgage financing
available to prospective homeowners. Headquartered in Radnor,
Pennsylvania, Essent Guaranty, Inc. is licensed to write mortgage
insurance in all 50 states and the District of Columbia, and is approved
by Fannie Mae and Freddie Mac.
Source: Essent Group Ltd.