Item 8.01 Other Events.
On September 16, 2020, Genworth Financial, Inc. (the "Company" or "Genworth")
issued a press release announcing that its Board of Directors set December 10,
2020 as the date of the 2020 annual meeting of stockholders of the Company (the
"2020 Annual Meeting") that will be held if the previously announced merger
transaction contemplated under the Agreement and Plan of Merger (the "Merger
Agreement"), dated October 21, 2016, by and among the Company, Asia Pacific
Global Capital Co., Ltd., a limited liability company incorporated in the
People's Republic of China ("Parent") and a subsidiary of China Oceanwide
Holdings Group Co., Ltd. ("Oceanwide"), and Asia Pacific Global Capital USA
Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Merger Sub"), is not completed by such date. If held, the 2020 Annual
Meeting will be a virtual meeting conducted on Thursday, December 10, 2020, at
9:00 a.m. Eastern Time. Holders of record of the Company's Class A common stock
on October 16, 2020 will be entitled to notice of, and to vote at, the 2020
Annual Meeting.
As disclosed in Genworth's proxy statement for its 2019 annual meeting of
stockholders, the deadline for the receipt of stockholder proposals submitted
under Rule 14a-8 of the Securities Exchange Act of 1934 for inclusion in the
Company's proxy materials for the 2020 Annual Meeting was July 4, 2020.
In addition, Genworth's bylaws establish an advance notice procedure with regard
to director nominations and other business proposals stockholders intend to be
presented at the 2020 Annual Meeting outside of Rule 14a-8 of the Exchange Act.
For these nominations or other business proposals to be properly brought before
the meeting by a stockholder, the stockholder must deliver written notice to
Genworth not later than the close of business on September 28, 2020. Such
nominations and other business proposals must comply with all requirements set
forth in the Company's bylaws.
All notices of intention to present director nominations or other business
proposals at the 2020 Annual Meeting, whether or not intended to be included in
Genworth's proxy materials, should be addressed to: Corporate Secretary,
Genworth Financial, Inc., 6620 West Broad Street, Richmond, Virginia 23230.
A copy of the press release announcing the date of the 2020 Annual Meeting and
the deadline for stockholder nominations and proposals is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by the Company, dated September 16, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Note Regarding Forward-Looking Statements
This communication includes certain statements that may constitute
"forward-looking statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. 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 closing of the
transaction with Oceanwide, the receipt of required approvals relating thereto
and the any capital contribution resulting therefrom, as well as statements
regarding the sale of Genworth MI Canada Inc. ("Genworth Canada").
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 closing of the transaction with Oceanwide, Oceanwide's funding
plans and transactions Genworth is pursuing to address its near-term liabilities
and financial obligations, which may include additional debt financing and/or
transactions to sell a percentage of its ownership interests in its mortgage
insurance businesses. 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.
Actual outcomes and results may differ materially from those in the
forward-looking statements and factors that may cause such a difference include,
but are not limited to, risks and uncertainties related to: (i) the risk that
Oceanwide will be unable to raise funding and that the transaction with
Oceanwide may not be completed in a timely manner or at all, which may adversely
affect Genworth's business and the price of Genworth's common stock, and the
risk that Genworth will be unable to address its near-term liabilities and
financial obligations, including the risks that it will be unable to raise
additional debt financing and/or sell a percentage of its ownership interest in
its U.S. mortgage insurance business to repay the promissory note to AXA S.A. or
refinance its debt maturing in 2021 or beyond; (ii) the parties' inability to
obtain regulatory approvals, clearances or extensions, or the possibility that
such regulatory approvals or clearances may further delay the transaction with
Oceanwide or will not be received prior to September 30, 2020 (and either or
both of the parties may not be willing to further waive their end date
termination rights beyond September 30, 2020) or that materially burdensome or
adverse regulatory conditions may be imposed or undesirable measures may be
required in connection with any such regulatory approvals, clearances or
extensions (including those conditions or measures that either or both of the
parties may be unwilling to accept or undertake, as applicable) or that with
continuing delays, circumstances may arise that make one or both parties
unwilling to proceed with the transaction with Oceanwide or unable to comply
with the conditions to existing regulatory approvals or one or both of the
parties may be unwilling to accept any new condition under a regulatory
approval; (iii) the risk that the parties will not be able to obtain other
regulatory approvals, approvals, clearances or extensions, including in
connection with a potential alternative funding structure or the current
geo-political environment, or that one or more regulators may rescind or fail to
extend existing approvals, or that the revocation by one regulator of approvals
will lead to the revocation of approvals by other regulators; (iv) the parties'
inability to obtain any necessary regulatory approvals, clearances or extensions
for the post-closing capital plan, and/or the risk that a condition to the
closing of the transaction with Oceanwide may not be satisfied or that a
condition to closing that is currently satisfied may not remain satisfied due to
the delay in closing the transaction with Oceanwide or that the parties are
unable to agree upon a closing date following receipt of all regulatory
approvals and clearances; (v) potential legal proceedings that may be instituted
against Genworth related to the transactions with Oceanwide; (vi) the risk that
the proposed transaction disrupts Genworth's current plans and operations as a
result of the announcement and consummation of the transaction; (vii) potential
adverse reactions or changes to Genworth's business relationships with clients,
employees, suppliers or other parties or other business uncertainties resulting
from the announcement of the transaction or during the pendency of the
transaction, including but not limited to such changes that could affect
Genworth's financial performance; (viii) certain restrictions during the
pendency of the transaction that may impact Genworth's ability to pursue certain
business opportunities or strategic transactions; (ix) continued availability of
capital and financing to Genworth before the consummation of the transaction;
(x) further rating agency actions and downgrades in Genworth's financial
strength ratings; (xi) changes in applicable laws or regulations;
(xii) Genworth's ability to recognize the anticipated benefits of the
transaction; (xiii) the amount of the costs, fees, expenses and other charges
related to the transaction; (xiv) the risks related to diverting management's
attention from Genworth's ongoing business operations; (xv) the impact of
changes in interest rates and political instability; and (xvi) other risks and
uncertainties described in the Definitive Proxy Statement, filed with the SEC on
January 25, 2017, and Genworth's Annual Report on Form 10-K, filed with the SEC
on February 27, 2020. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect on
Genworth's consolidated financial condition, results of operations, credit
rating or liquidity. Accordingly, we caution you against relying on any
forward-looking statements. Further, forward-looking statements should not be
relied upon as representing Genworth's views
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as of any subsequent date, and Genworth does not undertake any obligation to
update forward-looking statements to reflect events or circumstances after the
date they were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
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