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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 21, 2020, Genworth Mortgage Holdings, Inc. (“GMHI”), an indirect subsidiary of Genworth Financial, Inc. (“Genworth”), issued to certain initial purchasers (the “Initial Purchasers”) $750 million of its 6.500% senior notes due 2025 (the “Notes”) as part of an offering to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.
The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of August 21, 2020, between GMHI and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and a first supplemental indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of August 21, 2020, between GMHI and the Trustee.
A copy of the Base Indenture (including the form-of note attached thereto) and the First Supplemental Indenture are included as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the Base Indenture and the First Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture (including the form-of note attached thereto) and the First Supplemental Indenture, respectively, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated by reference in their entirety.
The Notes bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2021. The Notes will mature on August 15, 2025. GMHI may redeem the Notes, in whole or in part, at any time prior to February 15, 2025 (six months prior to the maturity date of the Notes) at GMHI’s option, by paying a make-whole premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. At any time on or after February 15, 2025 (six months prior to the maturity date of the Notes), GMHI may redeem the Notes, in whole or in part, at its option, at 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
The Indenture and the Notes contain customary event of default provisions which, subject to certain notice and cure period conditions, can result in the acceleration of the principal amount of, and accrued interest on, all outstanding Notes if GMHI breaches the terms of the Indenture and Notes.
This Current Report on Form 8-K 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 a confidential offering memorandum.