Genworth Announces Final Results Of Debt Tender Offer

RICHMOND, Va., Dec. 4, 2012 /PRNewswire/ -- Genworth Financial, Inc. (NYSE: GNW) today announced the expiration, as of 11:59 p.m., New York City time, on December 3, 2012 (the "Expiration Date"), of its previously announced modified "Dutch auction" tender offer (the "Tender Offer") for up to $100,000,000 of its outstanding 5.75% Notes due 2014 (the "Notes").  The Tender Offer was made pursuant to Genworth's Offer to Purchase for Cash and the accompanying Letter of Transmittal, each dated November 2, 2012, and the Notice of Soliciting Dealer Fee and Supplement, dated November 13, 2012 (together, the "Offer Documents"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Offer Documents.

An aggregate principal amount of $196,748,000 Notes were validly tendered (and not validly withdrawn) on or before the Expiration Date.  Genworth will accept for purchase $99,992,000 principal amount of the Notes validly tendered (and not validly withdrawn).  Because the aggregate amount of Notes tendered exceeds $100,000,000, the Notes accepted for purchase will be prorated as provided in the Offer to Purchase with a proration factor of 0.3999 for all Holders that tendered at the Clearing Price, which was determined to be $1,060.00 per $1,000 principal amount of Notes.

Holders of Notes validly tendered on or before 5:00 p.m., New York City time, on November 16, 2012 (the "Early Tender Date") and accepted for purchase will receive the Total Consideration for their Notes of $1,060.00 per $1,000 principal amount of Notes.  Holders of Notes validly tendered after the Early Tender Date, but prior to the Expiration Date, and accepted for purchase will receive $1,030.00 per $1,000 principal amount of Notes.  In addition, Genworth will pay accrued and unpaid interest on the Notes accepted for purchase, up to, but excluding the date of payment of the applicable consideration.

Genworth expects to make payment for Notes tendered and accepted for purchase today.  Any Notes tendered but not accepted for purchase will be returned to Holders. 

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