Genworth Announces Closing of a Private Offering of $750 Million of 6.500% Senior Notes Due 2025 by its Subsidiary Genworth Mortgage Holdings, Inc.

Rhea-AI Summary

Genworth Financial, Inc. (NYSE: GNW) announced the completion of a $750 million private offering of 6.500% senior notes due 2025 by its subsidiary, Genworth Mortgage Holdings, Inc. The notes are not guaranteed by Genworth Financial or its subsidiaries. Initially, GMHI will retain $300 million of the proceeds, while the rest will help reduce debt maturities at Genworth Holdings, Inc. The offering was made to qualified institutional buyers and non-U.S. Persons under Rule 144A and Regulation S of the Securities Act, without registration.

Positive

• GMHI will retain $300 million of the proceeds for operational stability.
• Remaining proceeds are intended to reduce debt maturities, enhancing financial flexibility.

Negative

• The notes are not guaranteed by Genworth Financial, increasing financial risk.
• Potential dilution of shareholder value due to additional debt management.

RICHMOND, Va., Aug. 21, 2020 /PRNewswire/ -- Genworth Financial, Inc. (NYSE: GNW) today announced that its indirect wholly-owned subsidiary, Genworth Mortgage Holdings, Inc. ("GMHI"), has completed its previously announced offering (the "Offering") of $750 million in aggregate principal amount of its 6.500% senior notes due 2025 (the "Notes"). The notes were issued in in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes are not guaranteed by Genworth Financial, Inc., any of its subsidiaries or any of GMHI's subsidiaries.

GMHI will initially retain $300 million of the net proceeds and the remaining net proceeds will be distributed to GMHI's direct parent, Genworth Holdings, Inc. Pursuant to its agreement with AXA S.A., Genworth Holdings, Inc. intends to repay or reduce upcoming debt maturities in an amount equal to the net proceeds of the Offering (less certain amounts held back to fund interest payments, and offering costs and expenses).

The Notes have been offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. Persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws. As a result, they may not be offered or sold in the United States or to, or for the benefit of, any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities will be made only by means of a confidential offering memorandum.

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 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 statements regarding the proposed Offering, the closing thereof and the use of proceeds thereof. 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) further rating agency actions and downgrades in Genworth's financial strength ratings or those of its subsidiaries; (ii) changes in applicable laws or regulations; (iii) other risks and uncertainties described in Genworth's Annual Report on Form 10-K, filed with the SEC on February 27, 2020, and Genworth's Quarterly Reports on Form 10-Q, filed with the SEC on May 6, 2020 and August 5, 2020, respectively. 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 ratings 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 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.

View original content:http://www.prnewswire.com/news-releases/genworth-announces-closing-of-a-private-offering-of-750-million-of-6-500-senior-notes-due-2025-by-its-subsidiary-genworth-mortgage-holdings-inc-301116407.html

SOURCE Genworth Financial, Inc.

FAQ

What is the amount of the offering announced by Genworth (GNW)?

Genworth announced a private offering of $750 million.

What is the interest rate on the senior notes due 2025 from Genworth's subsidiary?

The senior notes have an interest rate of 6.500%.

Who are the buyers eligible for Genworth's (GNW) notes offering?

The notes were offered to qualified institutional buyers and non-U.S. persons.

What will Genworth do with the proceeds from the offering (GNW)?

$300 million will be retained by GMHI, and the rest will be used to reduce debt maturities.

Is Genworth Financial (GNW) guaranteeing the senior notes?

No, the notes are not guaranteed by Genworth Financial or its subsidiaries.