Genworth Financial : Announces Completion of Consent Solicitation for its Outstanding Senior Notes and Receipt of Requisite Consents

RICHMOND, Va., Oct. 4, 2018 /PRNewswire/ -- Genworth Holdings, Inc. (the "Company"), a direct wholly-owned subsidiary of Genworth Financial, Inc. (NYSE: GNW), today announced that it has received and accepted the requisite consents with respect to its previously announced consent solicitation proposing certain amendments to the indenture (the "Indenture") governing the Company's outstanding senior notes set forth in the table below.

Outstanding Principal Amount	Description of Securities	CUSIP Number
$397,000,000	7.700% Senior Notes due June 2020	37247DAM8
$381,703,000	7.20% Senior Notes due February 2021	37247DAN6
$698,319,000	7.625% Senior Notes due September 2021	37247DAP1
$400,000,000	4.900% Senior Notes due August 2023	372491AA8
$400,000,000	4.800% Senior Notes due February 2024	372491AB6
$300,000,000	6.500% Senior Notes due June 2034	37247DAB2

The consent solicitation expired at 5:00 p.m., New York City time, on October 3, 2018.  As of the expiration time, the Company had received the consent of holders of at least a majority in aggregate principal amount outstanding of each series of notes outstanding under the Indenture. These consents may not be revoked.

Pursuant to the terms and subject to the conditions set forth in the consent solicitation statement previously distributed to holders of the notes, the Company will pay a consent fee of $2.50 per $1,000 in principal amount of notes to any holder who validly delivered a duly executed consent prior to the expiration time that was not properly revoked. 

With respect to any consent in respect of a series of notes accepted by the Company, the Company will also pay the relevant soliciting broker a fee of $2.50 per $1,000 principal amount of notes of such series to which the consent relates, provided that such fee will only be paid with respect to the first $200,000 aggregate principal amount of each series of notes for which a consent is provided by any individual holder.

The Company currently anticipates total fees related to the consent solicitation to be approximately $11 million, inclusive of consent, broker and investment banking fees.

The Company has executed a supplemental indenture to the indenture governing its senior notes to give effect to the amendments proposed by the consent solicitation, which will become operative upon the payment of the consent fee.  The supplemental indenture binds all holders of the Company's senior notes, including those that did not give their consent, but holders who did not deliver consents prior to the expiration time (or delivered consents but properly revoked them) will not receive consent fees.

Questions concerning the terms of the consent solicitation should be directed to the solicitation agent, Merrill Lynch, Pierce, Fenner and Smith Incorporated by telephone at [phone] or collect [phone]. Requests for assistance in submitting a consent or requests for additional copies of the consent solicitation statement or other related documents should be directed to the information agent by telephone at [phone] (Banks and Brokers) or [phone] (toll free), in writing at 65 Broadway – Suite 404, New York, New York 10006 and via email at [e-mail].

Important notice
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The consent solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitations under applicable state or securities laws.  No recommendation is being made as to whether holders of the notes should consent to the proposed amendments. The consent solicitation is being made only pursuant to the terms of the consent solicitation statement and related materials. Holders of the notes should carefully read the consent solicitation statement and related materials, as they contain important information.

About Genworth Financial
Genworth Financial, Inc. (NYSE: GNW) is a Fortune 500 insurance holding company committed to helping families achieve the dream of homeownership and address the financial challenges of aging through its leadership positions in mortgage insurance and long-term care insurance. Headquartered in Richmond, Virginia, Genworth traces its roots back to 1871 and became a public company in 2004. For more information, visit genworth.com.

From time to time, Genworth releases important information via postings on its corporate website. Accordingly, investors and other interested parties are encouraged to enroll to receive automatic email alerts and Really Simple Syndication (RSS) feeds regarding new postings. Enrollment information is found under the "Investors" section of genworth.com. From time to time, Genworth's publicly traded subsidiaries, Genworth MI Canada Inc. and Genworth Mortgage Insurance Australia Limited, separately release financial and other information about their operations. This information can be found at http://genworth.ca and http://www.genworth.com.au.

Cautionary Note Regarding Forward-Looking Statements
This press release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance, the completion of the consent solicitation and the satisfaction of any conditions relating to the payment of any consent fee. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including the satisfaction of the conditions described herein. Actual outcomes and results may differ materially from those in the forward-looking statements due to global political, economic, business, competitive, market, regulatory and other factors and risks. We therefore caution you against relying on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

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SOURCE Genworth Holdings, Inc.