Genworth Announces Early Results of Debt Tender Offer

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Agent for the Tender Offer, $193,411,000 aggregate principal amount of Notes were validly tendered (and not validly withdrawn) on or before 5:00 P.M., New York City time, on November 16, 2012 (the "Early Tender Date" and the "Withdrawal Date").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.

Title of
Security

CUSIP
Number

Principal

Amount Outstanding (1)

Early

Tender

Payment(2)

Total Consideration (Acceptable Range)(2)(3)

Principal

Amount Tendered as

of Early

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 The "Total Consideration" per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer at or prior to the Early Tender Date and which are accepted for purchase by Genworth pursuant to the Tender Offer will be equal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.

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 (collect).

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, Virginia.

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 otherwise.

SOURCE Genworth Financial, Inc.



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