RICHMOND, Va., Aug. 19, 2020 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) today announced that its indirect
wholly-owned subsidiary, Genworth Mortgage Holdings, Inc. ("GMHI"),
is proposing to offer and sell, subject to market and other
conditions, $750 million in aggregate
principal amount of its senior notes due 2025 (the "Notes") in a
private offering (the "Offering") that is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"). The Notes will not be guaranteed by
Genworth Financial, Inc., any of its subsidiaries or any of GMHI's
subsidiaries.
GMHI expects to 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 will be 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 will not be 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 the
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)
GMHI's ability to complete the proposed Offering on favorable
terms, or at all, (ii) further rating agency actions and downgrades
in Genworth's financial strength ratings or those of its
subsidiaries; (iii) changes in applicable laws or regulations; (iv)
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.
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SOURCE Genworth Financial, Inc.