Genworth Announces Early Results of Debt Tender Offer
RICHMOND, Va., Nov. 19, 2012
RICHMOND, Va., Nov. 19, 2012 /PRNewswire/ --Genworth Financial, Inc. (NYSE:
GNW) today announced the early tender results for its previously announced
modified "Dutch auction" tender offer (the "Tender Offer") for up to
$100,000,000 of its outstanding 5.75% Notes due 2014 (the "Notes"). The terms
and conditions of the Tender Offer are set forth in Genworth's Offer to
Purchase for Cash and the accompanying Letter of Transmittal, each dated
November 2, 2012, and the Notice of Soliciting Dealer Fee and Supplement,
dated November 13, 2012 (together, the "Offer Documents"). All terms and
conditions of the Tender Offer remain unchanged.
According to information provided by Global Bondholder Services Corporation,
the Depositary and Information Agent for the Tender Offer, $193,411,000
aggregate principal amount of Notes were validly tendered (and not validly
withdrawn) on or before 5:00 P.M., New York City time, on November 16, 2012
(the "Early Tender Date" and the "Withdrawal Date"). A summary of the Tender
Offer is outlined below.
Total Amount Percent of
Title of CUSIP Amount Tender Consideration Tendered as Outstanding
Security Number Outstanding (Acceptable Principal
(1) Payment(2) Range)(2)(3) of Early Amount
Notes 37247D $1,035 to
due AE 6 $600,000,000 $30 1,070 $193,411,000 32.2%
(1)Aggregate principal amount outstanding as of November 1, 2012.
(2)Per $1,000 principal amount of Notes accepted for purchase.
(3)Includes the Early Tender Payment.
Holders of Notes that validly tendered and did not validly withdraw their
Notes on or before the Early Tender Date will be eligible to receive the Total
Consideration for their Notes if such Notes are accepted for purchase by
Genworth. The "Total Consideration" per $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) pursuant to the Tender Offer at
or prior to the Early Tender Date and which are accepted for purchase by
Genworth pursuant to the Tender Offer will be equal to the Clearing Price (as
defined in the Offer Documents). The Total Consideration includes an amount
(the "Early Tender Payment") equal to $30.00 per $1,000 principal amount of
Notes accepted for purchase. Holders who have not already tendered their Notes
may continue to do so at any time prior to 11:59 P.M., New York City Time, on
December 3, 2012, unless extended or earlier terminated by Genworth (the
"Expiration Date"); however, such holders will only be eligible to receive the
Tender Offer Consideration (as defined in the Offer Documents) and will not be
eligible to receive the Early Tender Payment. The Withdrawal Date has passed
and has not been extended. Holders of Notes who validly tendered their Notes
prior to the Withdrawal Date, and holders of Notes who validly tender their
Notes after the Withdrawal Date but on or prior to the Expiration Date, may
not withdraw their tendered Notes. Genworth reserves the right, in its sole
discretion and subject to applicable law, to amend, extend or terminate the
Tender Offer at any time.
Holders whose Notes are accepted by Genworth for purchase pursuant to the
Tender Offer will also receive accrued and unpaid interest on the Notes
accepted for purchase, up to, but excluding, the date of payment of the
applicable consideration (the "Settlement Date"). The Settlement Date for the
Offer will occur promptly following the Expiration Date.
Goldman, Sachs & Co. is serving as Dealer Manager in connection with the
Tender Offer. Global Bondholder Services Corporation is serving as Depositary
and Information Agent in connection with the Tender Offer. Persons with
questions regarding the Tender Offer should contact Goldman, Sachs & Co. at
800-828-3182 (toll free) or 212-902-5183 (collect). Requests for copies of the
Offer to Purchase or related Letter of Transmittal may be directed to Global
Bondholder Services Corporation at 866-937-2200 (toll free) or 212-430-3774
This press release is for informational purposes only and does not constitute
an offer to purchase, the solicitation of an offer to purchase or a
solicitation of tenders. The information in this press release is subject in
all respects to the terms and conditions set forth in the Offer Documents. The
Tender Offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. None of Genworth, Genworth's Board of
Directors, the Dealer Manager, the Information Agent, the Depositary or the
Trustee for the Notes makes any recommendation as to whether or not holders
should tender or refrain from tendering any or all of their Notes or as to the
bid price or bid prices a holder may specify when tendering their Notes. The
Tender Offer is being made solely pursuant to the Offer Documents, which more
fully set forth and govern the terms and conditions of the Tender Offer. The
Offer Documents contain important information and should be read carefully
before any decision is made with respect to the Tender Offer.
About Genworth Financial
Genworth Financial, Inc. (NYSE: GNW) is a leading Fortune 500 insurance
holding company dedicated to helping people secure their financial lives,
families and futures. Genworth has leadership positions in offerings that
assist consumers in protecting themselves, investing for the future and
planning for retirement – including life insurance, long term care insurance,
financial protection coverages, and independent advisor-based wealth
management – and mortgage insurance that helps consumers achieve home
ownership while assisting lenders in managing their risk and capital.
Genworth has approximately 6,300 employees and operates through three
divisions: Insurance and Wealth Management, which includes U.S. Life
Insurance, Wealth Management and International Protection segments; Global
Mortgage Insurance, which includes U.S. and International Mortgage Insurance
segments; and the Corporate and Runoff division. Its products and services are
offered through financial intermediaries, advisors, independent distributors
and sales specialists. Genworth Financial, Inc., which traces its roots back
to 1871, became a public company in 2004 and is headquartered in Richmond,
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements."
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 the company's future business and financial
performance. 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 due to global political, economic,
business, competitive, market, regulatory and other factors and risks.
Genworth undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
SOURCE Genworth Financial, Inc.
Contact: Investors: Georgette Nicholas, +1-804-662-2248,
firstname.lastname@example.org; Media: Al Orendorff, +1-804-662-2534,
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