RICHMOND, Va., Sept. 14, 2018 /PRNewswire/ -- Genworth
Holdings, Inc. (the "Company"), a direct wholly-owned subsidiary of
Genworth Financial, Inc. (NYSE: GNW), today announced a
solicitation of consents from the holders of its outstanding notes
set forth below proposing amendments to the indenture governing
such notes.
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 purpose of the consent solicitation is to eliminate the
possibility that a regulatory action directed at a U.S. life
insurance subsidiary of the Company (which we currently do not
anticipate) would constitute an event of default with respect to
the notes and thereby have an overall negative impact on the
Company that could be viewed negatively by China Oceanwide Holdings
Group Co., Ltd. in connection with its pending acquisition of the
Company. Accordingly, now that the decision has been made not
to "unstack" our U.S. life insurance subsidiary from one of our
long-term care insurance subsidiaries, the Consent Solicitation
would clarify that our U.S. life insurance subsidiary (known as
Genworth Life and Annuity Insurance Company) is included in the
class of subsidiaries which was previously removed from bankruptcy,
insolvency and similar events of default with respect to the
notes.
Full details of the terms and conditions of the consent
solicitation are included in the consent solicitation statement,
dated September 14, 2018.
Adoption of the proposed amendments requires the consent of the
holders of at least a majority of the aggregate principal amount of
each series (each series voting as a separate class) of the
outstanding notes.
In order to participate in the consent solicitation, a holder
must deliver its consent in advance of the expiration time, which
is 5:00 p.m., New York City time, on October 3, 2018 (unless extended or terminated by
the Company).
Beneficial owners who wish to participate in the consent
solicitation must promptly instruct their brokers, dealers,
custodians or other intermediaries to deliver a consent on its
behalf to the tabulation agent in accordance with The Depository
Trust Company's Automated Tender Offer Program's procedures, in
advance of the expiration time as such brokers, dealers, custodians
or other intermediaries will require an earlier deadline to receive
their instructions.
Subject to receiving the requisite consents and satisfaction or
waiver of all of the conditions to the consent solicitation, any
holder who validly delivers (and does not validly revoke) its
consent prior to the expiration of the consent solicitation will
receive a consent fee consisting of a cash payment of $2.50 per $1,000
aggregate principal amount of their notes. The Company expects that
such consent fee will be paid to such holders as promptly as
practicable following the satisfaction or waiver of all of the
conditions to the consent solicitation, at which time the proposed
amendments will become operative.
Holders of any series of notes may revoke their consents at any
time prior to the time the supplemental indenture for such series
of notes is executed. If the consent solicitation is
withdrawn or otherwise not completed for any reason, the consent
fee will not be paid or payable.
The proposed amendments will be effected through supplemental
indentures to the indenture governing the notes, to be executed and
delivered promptly following receipt of the requisite consents for
a particular series of notes. These supplemental indentures
may be executed prior to the expiration of the consent solicitation
if the requisite consents are received before then.
Upon receipt of the requisite consents form all series of notes,
any executed supplemental indentures will bind all holders of
notes, including those that did not give their consent.
Holders who do not deliver consents prior to the expiration of the
consent solicitation will not receive the consent fee. The proposed
amendments will become operative upon payment of the consent fee.
Regardless of whether the proposed amendments become effective or
operative, the notes will remain outstanding in accordance with all
other terms of the notes and the indenture.
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 payment of such soliciting broker fee and the
consent fee with respect to a series of Notes is subject to receipt
of the requisite consents and satisfaction of the other conditions
to the consent solicitation.
BofA Merrill Lynch is acting as the solicitation agent and
Global Bondholder Services Corporation is acting as the information
agent and tabulation agent in connection with the consent
solicitation.
Questions concerning the terms of the consent solicitation
should be directed to the solicitation agent by telephone at (888)
292-0070 or collect (980) 388-4813. 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 (212) 430-3774
(Banks and Brokers) or (866) 470-3900 (toll free), in writing at 65
Broadway – Suite 404, New York, New
York 10006 and via email at contact@gbsc-usa.com.
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 Financial, Inc.