Current Report Filing (8-k)
March 22 2016 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 18, 2016
Date of Report
(Date of
earliest event reported)
GENWORTH FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-32195
|
|
80-0873306
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
6620 West Broad Street, Richmond, VA
|
|
23230
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(804) 281-6000
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Background
On March 21, 2016, Genworth Holdings, Inc. (the Issuer), a direct 100% subsidiary of Genworth Financial, Inc. (the
Company or the Guarantor), announced that it received, on March 18, 2016, the requisite consents, pursuant to its previously announced solicitation of consents (the Consent Solicitation), to amend the
indenture dated as of June 15, 2004, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. (the Trustee), as successor to JP Morgan Chase Bank, N.A., as amended and supplemented from time to time (as so
amended and supplemented, the Senior Notes Indenture) and the indenture dated as of November 14, 2006, by and between the Issuer and the Trustee, as amended and supplemented from time to time (as so amended and supplemented, the
Subordinated Notes Indenture and together with the Senior Notes Indenture, the Indentures).
Supplemental Indentures
On March 18, 2016, the Issuer, the Guarantor, and the Trustee entered into Supplemental Indenture No. 12 to the Senior Notes
Indenture (Supplemental Indenture No. 12) and the Third Supplemental Indenture to the Subordinated Notes Indenture (the Third Supplemental Indenture and together with Supplemental Indenture No. 12, the
Supplemental Indentures) that amended the Senior Notes Indenture and the Subordinated Notes Indenture, respectively, to (i) exclude Genworth Life Insurance Company, Genworth Life Insurance Company of New York and Brookfield Life and
Annuity Insurance Company Limited, which operate the Companys long-term care insurance business, from the event of default provisions of the Indentures and (ii) clarify that one or more transactions disposing of any or all of the
Issuers long-term care and other life insurance businesses and assets (a Life Sale) would not constitute a disposition of all or substantially all of the Issuers assets under the Indentures, provided that in order
to rely on that clarification, the assets of the Companys U.S. Mortgage Insurance segment would be contributed to the Issuer and 80% of any Net Cash Proceeds, as defined in the Supplemental Indentures, to the Company from any Life Sale would
be used to reduce outstanding indebtedness.
The amendments to the Senior Notes Indenture and the Subordinated Notes Indenture implemented
by Supplemental Indenture No. 12 and the Third Supplemental Indenture, respectively, became operative on March 22, 2016 upon the payment of the applicable consent fees payable under the terms of the Consent Solicitation.
The foregoing descriptions of Supplemental Indenture No. 12 and the Third Supplemental Indenture do not purport to be complete and are
qualified in their entirety by reference to the full text of Supplemental Indenture No. 12 and the Third Supplemental Indenture, respectively, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
Supplemental Indenture No. 12 and the Third Supplemental Indenture are each incorporated by reference herein.
Item 9.01
|
Financial Statements and Exhibits.
|
The following are filed as exhibits to this Current
Report on Form 8-K:
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
4.1
|
|
Supplemental Indenture No. 12, dated as of March 18, 2016, among Genworth Holdings, Inc., Genworth Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of June 15, 2004,
between Genworth Financial, Inc. (renamed Genworth Holdings, Inc.) and JPMorgan Chase Bank, N.A. (succeeded by The Bank of New York Mellon Trust Company, N.A.), as Trustee
|
|
|
4.2
|
|
Third Supplemental Indenture, dated as of March 18, 2016, among Genworth Holdings, Inc., Genworth Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of November 14,
2006, between Genworth Financial, Inc. (renamed Genworth Holdings, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
GENWORTH FINANCIAL, INC.
|
|
|
|
Date: March 22, 2016
|
|
By:
|
|
/s/
Kelly L. Groh
|
|
|
|
|
Kelly L. Groh
|
|
|
|
|
Executive Vice President
and Chief Financial
Officer
(Principal Financial Officer)
|
3
Genworth Financial (NYSE:GNW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Genworth Financial (NYSE:GNW)
Historical Stock Chart
From Apr 2023 to Apr 2024