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Genworth and China Oceanwide Push Back Deal Deadline

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The Chinese company trying to acquire Genworth Financial Inc. has agreed to extend the deal completion deadline and update the deal terms, Genworth said today.

Genworth and China Oceanwide Holdings Group Co. Ltd. have agreed to extend the deadline to Dec. 1, from the previous deadline of Aug. 15.

The deadline extension is the sixth the companies have negotiated since they first announced the $2.7 billion deal, in October 2016.

(Related: Genworth Executive Says China Oceanwide Deal Is Still on Track)

China Oceanwide has also agreed to acquire Genworth with the understanding that a life and annuity-issuing unit will continue to be a subsidiary of a unit that has issued large amounts of stand-alone long-term care insurance (LTCI). Genworth had hoped to separate the life and annuity unit, which is currently viewed as being more attractive than the LTCI unit, from the LTCI unit through a process called “unstacking.”

Genworth decided against proceeding with the unstacking effort after it and regulators in Delaware were unable to agree on the fair market value of one of the two entities involved.

Originally, China Oceanwide has said it would contribute $525 million for the unstacking, and provide $600 million in cash that Genworth could use to pay debt-related bills that came due in May, on top of the purchase price.

Instead, Genworth made the May debt payments with its own cash.

China Oceanwide has now agreed to replace the $1.125 billion in unstacking and debt payment help with $1.5 billion in contributions to Genworth that would be made over time, from around the time of the deal consummation to March 31, 2020, according to Genworth.

The move would, in effect, increase the total deal value by about $375 million.

“The contribution would be used to further improve Genworth’s financial stability, which may include retiring Genworth’s debt due in 2020 and 2021 or enabling future growth opportunities,” Genworth says in the deadline extension announcement.

Genworth and China Oceanwide have received deal approvals from many key regulators, including a key U.S. national security agency, the Committee on Foreign Investment in the United States.

The companies are continuing to seek some additional approvals in the United States and in non-U.S. jurisdictions, the companies say.

Lu Zhiqiang, the chairman of China Oceanwide, said in a statement that he’s pleased with the progress to date and looks forward to closing the transaction, to help him bring Genworth’s insurance expertise to China.

China Oceanwide is a large real estate company that has diversified into banking and insurance. In the United States, for example, a subsidiary reports that it had invested about $401 million in a real estate development project near New York City’s South Street Seaport, as of the end of 2017, according to the company’s annual results for 2017, which are available in English.

The company is also working on three major projects in Hawaii, with a combined investment value of about $500 million, and a Park Hyatt hotel construction project in Los Angeles with an investment value of $733 million.

China Oceanwide has expressed no public impatience about the delays in efforts to complete the deal, but managers of that company may be facing headaches of their own.

A reporter at the Changjiang Commercial Daily has suggested in a Chinese-language update about China Oceanwide that, because of managers’ efforts to transform and expand the company, the debt level at Oceanwide Holdings, a unit with shares that trade on the Shenzhen Stock Exchange, has increased since 2013, and the price of the shares has fallen.

But the unit made a large wave of bond payments on schedule Aug. 8, and Du Yuan, a reporter at China’s Economic Observer Online, asserted in a Chinese-language article published Aug. 6 that the unit’s debt-to-asset ratio would look much better if the unit could report the value of its real estate holdings at the current high market value, rather than using the cost of purchase.

Readers can get a rough translation of the Chinese articles by using the Google Translate translation tool or similar tools.

Correction: An earlier version of this article described the outcome of Genworth corporate unstacking efforts in Delaware incorrectly. Genworth decided against pursuing the transaction because it and regulators in Delaware were unable to agree on the fair market value of one of the entities involved.

— Read 5 Reasons Genworth’s Would-Be Buyer Could Still Close the Dealon ThinkAdvisor.

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