Genworth Financial Inc.

10/19/2023 | Press release | Distributed by Public on 10/19/2023 05:00

Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

Background

On October 18, 2023, Genworth Holdings, Inc. ("Holdings"), a direct wholly owned subsidiary of Genworth Financial, Inc., received the requisite consents consisting of a majority in principal amount of Holdings' 6.500% Senior Notes due 2034, pursuant to its previously announced solicitation of consents (the "Consent Solicitation") to amend the Replacement Capital Covenant, dated as of November 14, 2006 (the "RCC").

RCC Amendment

In connection with the results of the Consent Solicitation, on October 18, 2023, Holdings entered into the RCC amendment (the "RCC Amendment") that amended the RCC to permit the repayment, redemption or repurchase of its 6.15% Fixed-to-FloatingRate Junior Subordinated Notes due 2066 (the "2066 Notes") under certain circumstances.

The foregoing description of the RCC Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RCC Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.The RCC Amendment is incorporated by reference herein.