Genworth Life and Annuity Insurance Company Announces Exploration of Potential Restructuring of Existing Reinsurance Arrangement with River Lake Insurance Company III

RICHMOND, Va., Nov. 28, 2011 /PRNewswire/ -- Genworth Life and Annuity Insurance Company (the "Company"), a wholly-owned indirect subsidiary of Genworth Financial, Inc. (NYSE: GNW) ("Genworth") announced today that it is exploring certain restructuring transactions with respect to the life insurance policies currently reinsured by the Company to River Lake Insurance Company III ("RLIII"), a special purpose financial captive subsidiary of the Company.  As part of such restructuring, the Company has requested the Virginia Bureau of Insurance to grant contingent approval to recapture the policies reinsured to RLIII. 

The Company intends to pursue the restructuring transactions only if all required approvals are received, including from the Virginia Bureau of Insurance and other regulatory bodies. As part of the restructuring transactions, Genworth Life Insurance Company ("GLIC"), a wholly-owned indirect subsidiary of Genworth, is considering launching a cash tender offer (the "Potential Offer") to purchase the issued and outstanding INC Money Market Securities (the "MM Securities") and INC Term Securities (such term securities, together with the MM Securities, the "Securities") supported by surplus notes issued by RLIII.  It is anticipated that the tender price to be offered by GLIC will be at a substantial discount to par value and that GLIC will only consummate the tender if a sufficiently high percentage of outstanding Securities are validly tendered.  If Securities are not tendered in such satisfactory percentage at a substantial discount to par value, the Company currently anticipates terminating the restructuring transactions and maintaining the existing reinsurance structure with RLIII. In such case, the Securities will remain outstanding in accordance with their terms.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities or any other security. To the extent all necessary regulatory approvals are obtained and GLIC launches the Potential Offer, the terms of such offer will be set forth in a separate Offer to Purchase and Letter of Transmittal.  For additional information or questions regarding the contents of this press release, please contact David Rosenbaum at telephone: (804) 662-2643, email: [email protected].

Forward Looking Statements

This press release contains 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 the future plans of the Company and GLIC. 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 The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

About Genworth Life and Annuity Insurance Company

The Company is a stock life insurance company operating under a charter granted by the Commonwealth of Virginia on March 21, 1871.  On May 31, 2004, the Company became a direct, wholly-owned subsidiary of GLIC while remaining an indirect, wholly-owned subsidiary of Genworth.  The Company is licensed as a life insurer to do business in Bermuda, the District of Columbia and all states except for New York.

About Genworth Financial

Genworth Financial, Inc. (NYSE: GNW) is a leading Fortune 500 insurance holding company that is 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 homeownership while assisting lenders in managing their risk and capital.  Genworth has approximately 6,500 employees and operates through three segments: Retirement and Protection, U.S. Mortgage Insurance and International. 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. For more information, visit genworth.com. From time to time, Genworth Financial, Inc. 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 genworth.com

SOURCE Genworth Financial