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Genworth Noteholders Shrug Off Consent Pay Offer

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Some holders of notes issued by Genworth Financial Inc. may prefer to keep their notes as is than to get cash up front.

The Richmond, Virginia-based insurer said today that it has ended a “consent solicitation,” or effort to pay the note holders for permission to change the terms of the notes.

Genworth is ending the consent solicitation because too few note holders have agreed to accept the offer, the company said.

Genworth announced the consent solicitation July 24.

(Related: Genworth Filings Could Ease Sale of Genworth Canada)

Genworth said in the consent solicitation statement that it would pay holders of $3.2 billion of its notes $2.50 per $1,000 of principal, or a total of $8 million, for their consent.

Genworth had asked the note holders to let it sell or transfer its stake in any mortgage insurance business located outside the United States without treating the sale as the sale of all, or substantially all, of the company’s assets, as long as at least 80% of the net cash proceeds from any transaction would be used to pay down Genworth’s debts.

Consents were due at 5 p.m. Eastern Daylight Time Aug. 9.

“As of the expiration time, the company had not received the consent of holders of at least a majority in aggregate principal amount outstanding of certain series of notes outstanding under the Indentures,” Genworth said in the announcement of the solicitation termination.

The China Oceanwide Deal

Genworth has large closed blocks of life insurance and annuities.

The company also has written a large amount of stand-alone long-term care insurance, and it continues to sell some long-term care insurance.

It continues to be a significant, active player in the mortgage insurance markets in the United States, Australia and Canada.

Genworth managers have been trying to sell the entire company to China Oceanwide Holdings Group Co. Ltd. of Beijing.

One major obstacle to completing the China Oceanwide deal has been problems with getting permission from regulators in Canada to approve the deal.

Genworth executives have said that selling Genworth’s large stake in the mortgage insurance business in Canada, Genworth MI Canada, could help Genworth raise cash and ease the process of completing the China Oceanwide transaction.

The Path Forward

Genworth said today it could have extended the consent solicitation expiration date for the groups of notes where majority approval was missing.

“Rather than extend the expiration date for those series, the company has determined to terminate the consent solicitation with respect to all series,” Genworth said.

Genworth intends to take alternative measures to stay in compliance with the note terms, if and when it sells the company’s stake in the Canadian mortgage insurance business, Genworth said.

— Read LTCI Policyholders’ Grip Is Loosening: Genworth, on ThinkAdvisor.

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