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Genworth Announces Completion Of Consent Solicitation For Its Outstanding Notes And Receipt Of Requisite Consents


RICHMOND, Va., March 21, 2016 /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 indentures governing the Company's outstanding notes set forth in the table below.

Outstanding Principal Amount

Description of Securities

CUSIP Number

Consent Fee per $1,000 in Principal Amount of Notes


6.515% Senior Notes due May 2018




7.700% Senior Notes due June 2020




7.20% Senior Notes due February 2021




7.625% Senior Notes due September 2021




4.900% Senior Notes due August 2023




4.800% Senior Notes due February 2024




6.500% Senior Notes due June 2034




6.15% Fixed-to-Floating Rate Junior Subordinated Notes due November 2066




The consent solicitation expired at 5:00 p.m., New York City time, on March 18, 2016.  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 its indentures. 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 record of the Company's notes as of March 3, 2016, the Company will pay the consent fees as set forth in the table above to any holder who validly delivered a duly executed consent prior to the expiration time that was not properly revoked.  The Company expects to pay the consent fees on Tuesday, March 22, 2016.

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 $5 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 $250,000 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 $65 million, inclusive of consent, broker, advisor and investment banking fees.

The Company has executed supplemental indentures to the indentures governing its 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 indentures bind all holders of the Company's 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 Agents by telephone at (888) 292-0070 or collect (980) 388-4813 (BofA Merrill Lynch), or (800) 828-3182 or collect (212) 902-5183 (Goldman, Sachs & Co.). 

Important notice

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The consent solicitation was made only pursuant to the terms of the consent solicitation statement and related materials.

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

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 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 and

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. 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 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.

To view the original version on PR Newswire, visit:

SOURCE Genworth Financial, Inc.

Investors: David Rosenbaum, 804 662.2643,; Media: Julie Westermann, 804 662.2423,

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