Genworth Announces Early Results of Debt Tender Offer
Genworth Financial(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Agent for the Tender Offer, $193,411,000 aggregate principal amount of Notes were validly tendered (and not validly withdrawn) on or before 5:00 P.M., New York City time, on November 16, 2012 (the "Early Tender Date" and the "Withdrawal Date").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.
Title of Security CUSIP Number Principal
Amount Outstanding (1) Early
Payment(2) Total Consideration (Acceptable Range)(2)(3) Principal
Amount Tendered as
Tender Date Percent of Outstanding Principal Amount 5.75% Notes due
2014 37247D AE 6 $600,000,000 $30 $1,035 to 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 The "Total Consideration" per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer at or prior to the Early Tender Date and which are accepted for purchase by Genworth pursuant to the Tender Offer will be equal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.
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