Genworth consent solicitation statement

Consent Solicitation Statement

October 11, 2023

GENWORTH HOLDINGS, INC.

Solicitation of Consents from Holders of the Notes set forth below to Amend the Replacement Capital Covenant, dated as of November 14, 2006 (the “ Replacement Capital Covenant ”)

Description of Securities

CUSIP
Number(s)

6.500% Senior Notes due 2034 (the “ 2034 Notes ” or the “ Notes ”) 37247DAB2

The purpose of this Consent Solicitation is to seek consent of the Holders (as defined below) of at least a majority by principal amount of the 2034 Notes to amend the Replacement Capital Covenant as described below (the “ RCC Amendment ”) in order to permit the Company (as defined below) and/or its subsidiaries to make certain repayments, redemptions or repurchases of the Company’s Fixed-to-Floating Rate Junior Subordinated Notes due 2066 (the “ 2066 Notes ”) as set forth in the RCC Amendment. Consent from Holders of the 2034 Notes is being sought because the 2034 Notes are the currently effective series of Covered Debt (as defined in the Replacement Capital Covenant, “ Covered Debt ”).

The RCC Amendment does not modify in any respect the 2034 Notes or the Indenture governing the 2034 Notes.

Holders will not be entitled to any consent fee for providing a Consent (as defined below) hereunder.

A group of Holders representing a majority by principal amount of 2034 Notes has separately agreed to provide Consents hereunder pursuant to the terms of the Note Repurchase and Consent Agreement (as defined below).

In order to participate in this Consent Solicitation, a Beneficial Owner (as defined below) must promptly instruct its broker, dealer, custodian or other intermediary to deliver a Consent in accordance with the consent procedures described herein.

You must act in advance of the Expiration Time, which is 5:00 p.m., New York City time, on October 18, 2023 (unless extended or terminated by the Company), if you intend to participate. Your broker, dealer, custodian or other intermediary will require an earlier deadline for you to give it instructions.

Any requests for assistance in submitting a Consent or requests for additional copies of this document or other related documents should be directed to the Information Agent (as defined below) at the address or telephone numbers set forth on the back cover page of this document.

THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 18, 2023 (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “ EXPIRATION TIME ”). HOLDERS MUST VALIDLY DELIVER CONSENTS AT OR BEFORE THE EXPIRATION TIME IN ORDER FOR SUCH CONSENTS TO BE EFFECTIVE. CONSENTS MAY BE REVOKED AT OR PRIOR TO THE EARLIER OF THE EFFECTIVE DATE (AS DEFINED BELOW) AND THE EXPIRATION TIME. GENWORTH HOLDINGS, INC. MAY, IN ITS SOLE DISCRETION, TERMINATE, EXTEND OR AMEND THE CONSENT SOLICITATION AT ANY TIME.

Genworth Holdings, Inc. (“ Genworth Holdings ” or the “ Company ”), a wholly owned subsidiary of Genworth Financial, Inc. (“ Genworth Financial ” and, together with its consolidated subsidiaries, “Genworth” ), is proposing to amend the Replacement Capital Covenant in order to permit the repayment, redemption or repurchase of 2066 Notes such that for each $1,000 principal amount of Covered Debt repaid, redeemed or repurchased by the Company on or after October 23, 2023 (which includes 2034 Notes to be repurchased pursuant to the Note Repurchase and Consent Agreement, as defined below), the Company may repay, redeem or repurchase $2,000 principal amount of 2066 Notes (in addition to any repayments, redemptions or repurchases otherwise permitted pursuant to the Replacement Capital Covenant).

Holders will not be entitled to any consent fee for providing a Consent hereunder. A group of Holders representing a majority by principal amount of 2034 Notes has separately agreed to provide Consents hereunder pursuant to the terms of a Note Repurchase and Consent Agreement, dated as of October 11, 2023 (the “ Note Repurchase and Consent Agreement ”). Under the terms thereof, the Company has agreed to repurchase $13,500,000 principal amount of 2034 Notes from such Holders at agreed prices, and such Holders have agreed to provide consents to the RCC Amendment as provided herein.

In connection with the RCC Amendment described above and herein, the Company is furnishing this Consent Solicitation Statement (as it may be amended or supplemented from time to time, the “ Statement ”).

For a further discussion and a description of certain other considerations applicable to Holders, see the sections entitled “Questions and Answers About the RCC Amendment” and “Summary.”

By this Statement, the Company is soliciting (the “ Consent Solicitation ”) consents (the “ Consents ”) from holders of the 2034 Notes (each, a “ Holder ” or “ you ” and, collectively, the “ Holders ”) to approve the RCC Amendment.

If Notes are registered in the name of a broker, dealer, commercial bank, trust company or other intermediary and the ultimate beneficial owner of such Notes (the “ Beneficial Owner ”) wishes to consent to the RCC Amendment, such Beneficial Owner must promptly contact and instruct such registered Holder to deliver a Consent on the Beneficial Owner’s behalf. The Depository Trust Company (“ DTC ”) has confirmed that the Consent Solicitation is eligible for DTC’s Automated Tender Offer Program (“ ATOP ”). Accordingly, participants in DTC (“ DTC Participants ”) that wish to consent must electronically deliver a Consent by causing DTC to temporarily transfer and surrender their Notes to the Tabulation Agent (as defined below) in accordance with DTC’s ATOP procedures described herein. See “The Solicitation—How to Consent” for more information.

The Company intends to execute the RCC Amendment upon obtaining Consents of the Holders of at least a majority by principal amount of the 2034 Notes (the “ Requisite Consents ”) and satisfaction of other conditions as set forth herein. The date on which the RCC Amendment is executed is referred to as the “ Effective Date. ” However, following execution and delivery of the RCC Amendment, the RCC Amendment will cease to be operative if the Company breaches its obligation to repurchase 2034 Notes pursuant to the Note Repurchase and Consent Agreement.

The consummation of the Consent Solicitation is conditioned upon (i) receipt by the Tabulation Agent at or before the Expiration Time of the Requisite Consents, (ii) execution by the Company of the RCC Amendment and (iii) satisfaction of the General Conditions (as defined herein) upon the Effective Date.

Notwithstanding anything to the contrary contained herein, the Company reserves the right, in its sole discretion to (i) terminate the Consent Solicitation for any reason, (ii) extend the Expiration Time or (iii) amend the terms of the Consent Solicitation, including to waive any of the conditions to the Consent Solicitation.

The Company has appointed Global Bondholder Services Corporation as tabulation agent (the “ Tabulation Agent ”) and as information agent (the “ Information Agent ”) with respect to the Consent Solicitation. None of the Trustee, the Information Agent or the Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents in response to the Consent Solicitation.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE RCC AMENDMENT