GENWORTH FINANCIAL, INC. (NYSE:GNW) Files An 8-K Other Events
Item8.01
| Other Events |
On January25, 2017, Genworth Financial, Inc. (Genworth)
filed a definitive proxy statement on Schedule 14A (the
Definitive Proxy Statement) with the Securities and
Exchange Commission (the SEC) in connection with the
solicitation of proxies for a special meeting of Genworths
stockholders to be held on March7, 2017, where, among other
things, stockholders will vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of October21, 2016 (as it
may be amended from time to time) by and among Genworth, Asia
Pacific Global Capital Co., Ltd. (Asia Pacific) and Asia
Pacific Global Capital USA Corporation, an indirect, wholly owned
subsidiary of Asia Pacific (Merger Sub). Genworth is
electing to make supplemental disclosures set forth below.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction
with the Definitive Proxy Statement, which should be read in its
entirety. Page references in the below disclosures are to the
Definitive Proxy Statement, and defined terms used but not
defined herein have the meanings set forth in the Definitive
Proxy Statement. Without admitting in any way that the
disclosures below are material or otherwise required by law,
Genworth makes the following amended and supplemental
disclosures.
The section of the Definitive Proxy Statement entitled:
SummaryLitigation Related to the Merger (see page 102) on page 13
of the Definitive Proxy Statement is amended and restated as
follows:
On January 12, 2017, two putative Genworth stockholders filed a
complaint in the Delaware Court of Chancery, captioned
Salberg v. Genworth Financial, Inc., C.A. No.
2017-0018-JRS, seeking an inspection of Genworth books and
records, to 8 Del. C. 220, relating to the Boards
consideration of derivative claims belonging to Genworth in the
context of the merger. Genworth previously provided the
stockholders with certain books and records in response to a
demand for inspection to 8 Del. C. 220.On February 6,
2017, Genworth filed an answer to that complaint.
On January 23, 2017, a putative stockholder class action lawsuit,
captioned Rice v. Genworth Financial Incorporated et al, Case No.
3:17-cv-00059-REP, was filed in the United States District Court
for the Eastern District of Virginia (Richmond Division), against
Genworth and the members of the Board.On January 25, 2017, two
putative stockholder class action lawsuits, captioned James v.
Genworth Financial, Inc.et al, Case No. 3:17-cv-00078-REP, and
Rosenfeld Family Trust v. Genworth Financial, Inc. et al, Case
No. 1:17-cv-00073-GMS, were filed in the United States District
Court for the Eastern District of Virginia (Richmond Division)
and the United States District Court for the District of
Delaware, respectively, against Genworth and the members of the
Board.On February 6, 2017, a putative stockholder class action
lawsuit, captioned Chopp v. Genworth Financial, Inc. et al, Case
No. 1:17-cv-00125-GMS, was filed in the United States District
Court for the District of Delaware, against Genworth and the
members of the Board.On February 10, 2017, a putative stockholder
class action lawsuit, captioned Ratliff v. Genworth Financial,
Inc. et al, Case No. 3:17-cv-00132-REP, was filed in the United
States District Court for the Eastern District of Virginia
(Richmond Division), against Genworth and the members of the
Board. The complaints in all five actions allege, among other
things, that the preliminary proxy statement filed by Genworth
with the SEC on December21, 2016 contains false and/or materially
misleading statements and/or omits material information. The
complaints in all five actions assert claims under Sections 14(a)
and 20(a) of the Exchange Act, and seek equitable relief,
including declaratory and injunctive relief, and an award of
attorneys fees and expenses.On February 2, 2017, the plaintiff in
the Rice action filed a motion for a preliminary injunction to
enjoin the March 7, 2017 stockholder vote on the merger pending
additional disclosure to Genworths stockholders concerning the
merger.On February 10, 2017, the defendants filedan opposition to
the preliminary injunction motion in the Rice action.Also on
February 10, 2017, the plaintiff in the Rosenfeld Family Trust
action filed a motion for a preliminary injunction to enjoin the
March 7, 2017 stockholder vote on the merger pending additional
disclosure to Genworths stockholders concerning the merger. On
February 14, 2017, the defendants filed a motion to transfer the
Rosenfeld Family Trust action to the Eastern District of
Virginia.On February 15, 2017, the defendants filed a motion to
transfer the Chopp action to the Eastern District of Virginia.On
February 21, 2017, the parties to the Eastern District of
Virginia actions (Rice, James and Ratliff) reached an agreement
in principle to resolve the pending preliminary injunction motion
in the Rice action through additional disclosure prior to the
March 7, 2017 stockholder vote on the merger. On February 22,
2017, the court in the Eastern District of Virginia consolidated
the Rice, James and Ratliff actions, and the plaintiffs withdrew
the preliminary injunction motion in the Rice action in
consideration of agreed disclosures to be filed in this Form
8-K.Also on February 22, 2017, the court in the District of
Delaware suspended briefing on the motion for preliminary
injunction in the Rosenfeld Family Trust action and entered an
order transferring the Rosenfeld Family Trust and Chopp actions
to the Eastern District of Virginia.On February 23, 2017, the
court in the Eastern District of Virginia received the
transferred Rosenfeld Family Trust and Chopp actions, assigned
the actions case numbers 3:17-cv-000156-REP and
3:17-cv-000157-REP, respectively, consolidated the Rosenfeld
Trust and Chopp actions, and set the motion for preliminary
injunction filed in the Rosenfeld Family Trust action for hearing
on March 1, 2017.
The section of the Definitive Proxy Statement entitled:
The MergerBackground of the Merger is amended and supplemented as
follows:
The disclosure in the second full sentence of the first paragraph
on page 40 of the Definitive Proxy Statement is amended and
restated as follows:
During this time, the Board and, after it was established in
March 2016, the Strategic Transactions Committee, comprised of
the following independent directors: Mr.JamesS. Riepe,
Ms.MelinaE. Higgins and Mr.JamesA. Parke (which we refer to as
the STC) (the formation of which is
described below), were kept apprised of material developments
with respect to the discussions and negotiations relating to the
LA Plus LTC Separation Transaction.
The disclosure on page 47 of the Definitive Proxy Statement is
amended and supplemented by adding the following new sentence
after the last sentence on such page:
No reason was provided by Company D or its representatives to
Genworth or its financial advisors as to why it was no longer
interested in pursuing a transaction with Genworth.
The disclosure in the last sentence of the fourth full paragraph
on page 48 of the Definitive Proxy Statement is amended and
restated as follows:
At the May11-12, 2016 meeting, the Board appointed another
independent director, Mr.DavidM. Moffett, as an alternate member
of the STC, in part, to address any potential availability
constraints due to the frequency of the STC meetings.
The disclosure on page 60 of the Definitive Proxy Statement is
amended and supplemented by adding the following two new
sentences after the last sentence of the first paragraph on such
page:
Specifically: Goldman disclosed to Genworth, among other things,
that as of such date no core member of its Investment Banking
Division team working with Genworth at that time in connection
with the merger owned any direct debt, equity or credit
derivatives or convertible instruments (collectively,
investments) with a value in excess of $10,000 in Genworth, China
Oceanwide or Company A and, as of such date, none of Goldmans
Investment Banking Division, funds in which Goldmans Investment
Banking Division had a direct investment, or funds managed by
Goldmans Merchant Banking Division had a direct investment in
Genworth, China Oceanwide or Company A or, if applicable, in
funds managed by China Oceanwide or Company A; and Lazard
disclosed to Genworth, among other things, that as of such date
neither Lazard Group LLC or its subsidiaries nor, based on the
information provided to Lazard, Lazards team members advising
Genworth with respect to the merger at that time had any direct
proprietary holdings in the securities of China Oceanwide or its
affiliates.
2
The section of the Definitive Proxy Statement entitled:
The MergerOpinions of Genworths Financial Advisors is amended and
supplemented as follows:
The disclosure in the last paragraph on page 74 of the Definitive
Proxy Statement titled Present Value of Future Share Price
Analysis is amended and supplemented as follows:
Present Value of Future Share Price Analysis. Goldman
Sachs performed analyses of the implied present value of the
future share price of Genworth common stock, which is designed to
indicate the present value of a theoretical future value of
Genworths equity as a function of its estimated future book value
per share and an assumed range of price to book value multiples.
For these analyses, Goldman Sachs used the Base Forecast for the
one year periods ending December31 of each of the years 2018
through 2021 and the estimated number of fully diluted
outstanding shares of Genworth as of December31 of each of the
years 2017 through 2020 as provided by Genworths management.
Goldman Sachs performed a regression analysis because, based on
its experience and professional judgment, it was relevant to
compare the implied relationship between reported price as a
multiple of book value per share (excluding accumulated other
comprehensive income, which we refer to as ex.
AOCI, and, collectively, as the P/BV
(ex. AOCI)) and the estimated return on average
equity for 2017 (which we refer to as the 2017E
ROAE) for selected companies in the U.S. life
insurance industry. To perform this regression analysis, Goldman
Sachs first compared the implied relationship between the P/BV
(ex. AOCI) as of June30, 2016 for the selected companies in the
U.S. life insurance industry and the estimated 2017E ROAE for the
selected companies using estimates published by Institutional
Brokers Estimate System (which we refer to as
IBES) as of October18, 2016. The names
of the selected companies included in the regression analysis and
the P/BV (ex. AOCI) calculated by Goldman Sachs are listed below:
| Selected Company | 2Q2016P/BV(ex.AOCI) Multiple | |
|
Metlife, Inc. |
0.83x | |
|
Prudential Financial, Inc. |
1.18x | |
|
Ameriprise Financial, Inc. |
2.47x | |
|
Principal Financial Group, Inc. |
1.49x | |
|
Lincoln National Corporation |
0.90x | |
|
Unum Group |
0.98x | |
|
Torchmark Corporation |
2.04x | |
|
VOYA Financial, Inc. |
0.52x | |
|
CNO Financial Group, Inc. |
0.76x | |
|
Primerica, Inc. |
2.30x | |
|
FBL Financial Group, Inc. |
1.61x | |
|
American Equity Investment Life Holding Company |
0.93x |
3
The disclosure on page 75 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence[s]
after the first sentence of the second full paragraph on such
page:
R-squared is a statistical measure of the relationship of
specified data to a regression line.
The disclosure in the first sentence of the third full paragraph
on page 75 of the Definitive Proxy Statement is amended and
supplemented as follows:
The estimated P/BV multiples for each of the years 2017 through
2020 implied by applying the current discount were then applied
to estimated book value per share of Genworth as set forth in the
Base Forecast for each of the years 2017 through 2020 to derive a
range of implied future stock prices for Genworth for each of
2017 through 2020, which Goldman Sachs then discounted back to
present value, using an illustrative discount rate of 20.1%,
reflecting an estimate of Genworths cost of equity and derived by
the application of the capital asset pricing model, which
requires certain company-specific inputs, including a beta for
Genworth, as well as certain financial metrics for the United
States financial markets generally.
The disclosure on page 76 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the second full paragraph on such page:
The range of illustrative P/BV multiples was derived by Goldman
Sachs based on its experience and professional judgment and
taking into account, among other factors, the specific
circumstances of U.S. Life.
The disclosure in the last sentence of the second full paragraph
on page 75 of the Definitive Proxy Statement is amended and
supplemented as follows:
Goldman Sachs used a range of discount rates from 11.0% to 13.0%,
representing estimates of Genworths weighted average cost of
capital and derived by the application of the capital asset
pricing model, which requires certain company-specific inputs,
including Genworths capital structure weightings, the cost of
long-term debt, future applicable marginal cash tax rate and a
beta for Genworth, as well as certain financial metrics for the
United States financial markets generally.
The disclosure on page 76 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the third full paragraph on such page:
The range of one-year forward P/E multiples was derived by
Goldman Sachs based on its experience and professional judgment
and taking into account, among other factors, the specific
circumstances of US MI.
The disclosure in the second sentence of the third full paragraph
on page 76 of the Definitive Proxy Statement is amended and
supplemented as follows:
Goldman Sachs then discounted the estimated dividend streams from
Genworths assumed 80.1% ownership in US MI for the period 2017
through 2020 as set forth in the Base Forecast and range of
illustrative terminal values to derive illustrative present
values, as of January1, 2017, of Genworths assumed 80.1%
ownership stake in US MI. Goldman Sachs used a range of discount
rates from 11.0% to 13.0%, representing estimates of Genworths
weighted average cost of capital and derived by the application
of the capital asset pricing model, which requires certain
company-specific inputs, including Genworths capital structure
weightings, the cost of long-term debt, future applicable
marginal cash tax rate and a beta for Genworth, as well as
certain financial metrics for the United States financial markets
generally.
The disclosure on page 76 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the second sentence of the fourth full paragraph on such page:
The range of estimated P/E multiples was derived by Goldman Sachs
based on its experience and professional judgment and taking into
account, among other factors, the specific circumstances of US
MI.
4
The disclosure on page 76 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the fifth full paragraph on such page:
The range of one-year forward P/E exit multiples was derived by
Goldman Sachs based on its experience and professional judgment
and taking into account, among other factors, the specific
circumstances of Genworth Australia.
The disclosure in the last sentence of the fifth full paragraph
on page 76 of the Definitive Proxy Statement is amended and
supplemented as follows:
Goldman Sachs used a range of discount rates from 11.0% to 13.0%,
representing estimates of Genworths weighted average cost of
capital and derived by the application of the capital asset
pricing model, which requires certain company-specific inputs,
including Genworths capital structure weightings, future
applicable marginal cash tax rate and a beta for Genworth, as
well as certain financial metrics for the United States financial
markets generally.
The disclosure in the last paragraph on page 76 of the Definitive
Proxy Statement is amended and supplemented as follows:
Goldman Sachs also derived an implied value for Corporate and
Other, which resulted in an implied valuation of $(1.266
billion), using the following data provided by Genworths
management: (i)pro forma estimates, as of January1, 2017, of
Genworth Holdings cash (excluding restricted cash) and debt
valued at book value as provided by Genworth management
(including estimates for the cash proceeds to Genworth Holdings
from the assumed sale of its 57.3% stake in Genworth Canada, a
one-time dividend paid by US MI to Genworth Holdings from the
proceeds of an assumed debt issuance by US MI and cash proceeds
to Genworth Holdings from its assumed sale of 19.9% of the
outstanding shares of US MI in an initial public offering of US
MI effective January1, 2017), (ii)the net present value of
certain net deferred tax assets as of December31, 2016 (valued
using a discount rate of 11.6%, representing an estimate of
Genworths weighted average cost of capital and derived by the
application of the capital asset pricing model, which requires
certain company-specific inputs, including Genworths capital
structure weightings, the cost of long-term debt, future
applicable marginal cash tax rate and a beta for Genworth, as
well as certain financial metrics for the United States financial
markets generally, using the estimated utilization of such tax
assets reflected in the Base Forecast) and (iii)the net present
value as of December31, 2016 of certain net accrued Genworth
liabilities (valued using a discount rate of 11.6%, representing
an estimate of Genworths weighted average cost of capital and
derived by the application of the capital asset pricing model,
which requires certain company-specific inputs, including
Genworths capital structure weightings, the cost of long-term
debt, future applicable marginal cash tax rate and a beta for
Genworth, as well as certain financial metrics for the United
States financial markets generally, using the estimated net
payment of such liabilities reflected in the Base Forecast).
The disclosure in the first full paragraph on page 81 of the
Definitive Proxy Statement is amended and restated with the
following paragraphs:
Lazard calculated and compared various financial multiples for
each of the selected companies and Genworth based on estimates
published by IBES as of October18, 2016, including, among other
things:
|
closing price per share as of October18, 2016, as a multiple of estimated 2017 earnings per share (which we refer to as P/E 2017E); |
|
closing price per share as of October18, 2016, as a multiple of estimated 2018 earnings per share (which we refer to as P/E 2018E); and |
|
closing price per share as of October18, 2016, as a multiple of P/BV (ex. AOCI) as of June30, 2016 (which we refer to as 2Q 2016 P/BV (ex AOCI)). |
5
The names of the selected companies in the life insurance sector
used in this selected companies analysis with respect to Genworth
and the P/E 2017E, P/E 2018E and 2Q 2016 P/BV (ex. AOCI) ratios
for the selected companies calculated by Lazard in connection
with this analysis were as follows:
| Selected Company | P/E 2017E | P/E 2018E | 2Q2016P/BV (ex. AOCI) | |||
|
Metlife, Inc. |
8.2x | 7.5x | 0.83x | |||
|
Prudential Financial, Inc. |
8.2x | 7.6x | 1.18x | |||
|
Ameriprise Financial, Inc. |
9.3x | 8.3x | 2.47x | |||
|
Principal Financial Group, Inc. |
11.1x | 10.3x | 1.49x | |||
|
Lincoln National Corporation |
7.1x | 6.6x | 0.90x | |||
|
Unum Group |
9.0x | 8.4x | 0.98x | |||
|
Torchmark Corporation |
13.6x | 12.8x | 2.04x | |||
|
VOYA Financial, Inc. |
8.0x | 6.5x | 0.52x | |||
|
CNO Financial Group, Inc. |
10.4x | 9.5x | 0.76x | |||
|
Primerica, Inc. |
11.3x | 10.4x | 2.30x | |||
|
FBL Financial Group, Inc. |
15.1x | 15.4x | 1.61x | |||
|
American Equity Investment Life Holding Company |
7.4x | 7.3x | 0.93x |
The disclosure in the second full paragraph on page 81 of the
Definitive Proxy Statement is amended and supplemented as
follows:
The names of the selected companies in the mortgage insurance
sector used in this selected companies analysis with respect to
Genworth and the P/E 2017E, P/E 2018E and 2Q 2016 P/BV (ex. AOCI)
ratios for the selected companies calculated by Lazard in
connection with this analysis were as follows:
| Selected Company | P/E 2017E | P/E 2018E |
2Q2016P/BV (ex.AOCI) |
|||
|
Radian Group Inc. |
8.2x | 7.2x | 1.15x | |||
|
MGIC Investment Corporation |
8.6x | 7.9x | 1.17x | |||
|
Essent Group Ltd. |
10.7x | 9.7x | 2.17x | |||
|
NMI Holdings, Inc. |
8.2x | 7.3x | 1.19x |
6
The disclosure on page 81 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence to the
beginning of the third full paragraph on such page:
Lazard also calculated P/E 2017E, P/E 2018E and 2Q 2016 P/BV (ex.
AOCI) ratios for Genworth, which were 5.5x, 5.4x and 0.26x,
respectively.
The disclosure in the fourth full paragraph on page 81 of the
Definitive Proxy Statement is hereby deleted.
The disclosure in the first full paragraph on page 82 of the
Definitive Proxy Statement is amended and restated as follows:
Lazard performed a regression analysis because, based on its
experience and professional judgment, it was relevant to compare
the implied relationship between estimated return on average
equity for 2017 and the ratio of P/BV (ex. AOCI) for the selected
companies in the life insurance sector. To perform this
regression analysis, Lazard first compared the implied
relationship between the P/BV (ex. AOCI) as of June30, 2016 for
the selected companies in the life insurance sector and the
estimated 2017E ROAE for the selected companies in the life
insurance sector using estimates published by IBES as of
October18, 2016. Based on this analysis and assuming the current
discount at which Genworth trades to the regression line (28.4%
discount), Lazard noted that (i)the 2017 return on average equity
set forth in the Base Forecast implied a ratio of P/BV per share
for Genworth of 0.32x and (ii)the 2018 return on average equity
set forth in the Base Forecast implied a ratio of P/BV per share
for Genworth of 0.31x.
The disclosure on page 83 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the second full paragraph on such page:
The P/BV (ex. AOCI) multiples were derived by Lazard using its
experience and professional judgment taking into account, among
other factors, the specific circumstances of U.S. Life.
The disclosure in the last sentence of the second full paragraph
on page 83 of the Definitive Proxy Statement is amended and
supplemented as follows:
Lazard used a range of discount rates from 10.0% to 12.0%,
representing estimates of Genworths weighted average cost of
capital, derived from a number of factors using the capital asset
pricing model, which takes into account certain metrics,
including, among others, the applicable risk-free rate of return,
unlevered risk profile and pre-tax cost of long-term debt.
The disclosure on page 83 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the third full paragraph on such page:
The one-year forward P/E multiples were derived by Lazard using
its experience and professional judgment taking into account,
among other factors, the specific circumstances of US MI.
The disclosure in the last sentence of the third full paragraph
on page 83 of the Definitive Proxy Statement is amended and
supplemented as follows:
Lazard used a range of discount rates from 8.5% to 10.0%,
representing estimates of US MIs cost of equity, calculated by
utilizing the capital asset pricing model, which uses a beta
metric, a risk-free rate of return, a market risk premium and a
marginal tax rate, which resulted in implied present values of
Genworths assumed 80.1% ownership stake in US MI ranging from
$1.419 billion to $1.808 billion, and a range of discount rates
from 10.0% to 12.0%, representing estimates of Genworths weighted
average cost of capital, derived from a number of factors using
the capital asset pricing model, which takes into account certain
metrics, including, among others, the applicable risk-free rate
of return, unlevered risk profile and pre-tax cost of long-term
debt, which resulted in implied present values of Genworths
assumed 80.1% ownership stake in US MI ranging from $1.328
billion to $1.717 billion.
7
The disclosure on page 83 of the Definitive Proxy Statement is
amended and supplemented by adding the following sentence after
the first sentence of the fourth full paragraph on such page:
The one-year forward P/E multiples were derived by Lazard using
its experience and professional judgment taking into account,
among other factors, the specific circumstances of Genworth
Australia.
The disclosure in the last sentence of the fourth full paragraph
on page 83 of the Definitive Proxy Statement is amended and
supplemented as follows:
Lazard used a range of discount rates from 9.0% to 10.5%,
representing estimates of Genworth Australias cost of equity
calculated by utilizing the capital asset pricing model, which
uses a beta metric, a risk-free rate of return, market risk
premium and a marginal tax rate, which resulted in implied
present values of Genworths 52% ownership stake in Genworth
Australia ranging from $506 million to $576 million, and a range
of discount rates from 10.0% to 12.0%, representing estimates of
Genworths weighted average cost of capital, derived from a number
of factors using the capital asset pricing model, which takes
into account certain metrics, including, among others, the
applicable risk-free rate of return, unlevered risk profile and
pre-tax cost of long-term debt, which resulted in implied present
values of Genworths 52% ownership stake in Genworth Australia
ranging from $488 million to $561 million.
The section of the Definitive Proxy Statement entitled:
The MergerCertain Genworth Unaudited Financial Projections is
amended and supplemented as follows:
The table appearing on page 89 of the Definitive Proxy Statement
titled Financial Metrics under the section titled Summary of
Genworths Management Base Forecast thereof is amended and
supplemented by adding three rows therein to show (i)Book Value
(excluding AOCI), (ii)U.S. Life Book Value (excluding AOCI) and
(iii)Shares Outstanding (on a fully diluted basis), in each case,
for the projected fiscal years 2016 through 2021, as prepared by
Genworths management:
Summary of Genworths Management Base Forecast
Financial Metrics
| Projected Fiscal Year | ||||||||||||||||||||||||
| 2016E | 2017E | 2018E | 2019E | 2020E | 2021E | |||||||||||||||||||
| (in millions, unless per share amounts) | ||||||||||||||||||||||||
|
Non-GAAP Operating Earnings (Loss) per |
$ | (0.41 | ) | $ | 0.68 | $ | 0.66 | $ | 0.81 | $ | 0.96 | $ | 0.98 | |||||||||||
|
Non-GAAP Operating Return on Equity (ROE) |
(2.2 | )% | 3.8 | % | 3.6 | % | 4.2 | % | 4.8 | % | 4.7 | % | ||||||||||||
|
Book Value (excluding AOCI) Per Share |
$ | 17.72 | $ | 18.23 | $ | 18.73 | $ | 19.52 | $ | 20.40 | $ | 21.36 | ||||||||||||
|
Book Value (excluding AOCI) |
$ | 8,897 | $ | 9,127 | $ | 9,426 | $ | 9,807 | $ | 10,264 | $ | 10,730 | ||||||||||||
|
U.S. Life Book Value (excluding AOCI) |
$ | 6,430 | $ | 6,537 | $ | 6,635 | $ | 6,821 | $ | 7,039 | $ | 7,223 | ||||||||||||
|
Cash Flow Coverage (1) |
0.8 | 0.6 | 1.1 | 0.9 | 0.8 | 0.7 | ||||||||||||||||||
|
Non-GAAP Leverage Ratio |
25.8 | % | 18.2 | % | 17.9 | % | 19.3 | % | 17.7 | % | 13.9 | % | ||||||||||||
|
MI Dividends (2) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Holding Company Cash ($ in billions) |
$ | 1.5 | $ | 0.4 | $ | 0.4 | $ | 0.9 | $ | 0.8 | $ | 0.3 | ||||||||||||
|
Holding Company Debt ($ in billions) |
$ | 3.8 | $ | 2.3 | $ | 2.3 | $ | 2.7 | $ | 2.5 | $ | 1.9 | ||||||||||||
|
Debt to Capital Ratio |
% | % | % | % | % | % | ||||||||||||||||||
|
Shares Outstanding (Diluted) |
| (1) |
Cash Flow Coverage means the difference of the aggregate dividends paid to Genworth Holdings from Genworth Holdings subsidiaries less cash contributed by Genworth Holdings to its subsidiaries in the same period, divided by interest expense and estimated corporate overhead costs of Genworth Holdings that are not reimbursed by such subsidiaries. The 2016 Cash Flow Coverage metric excludes the $175 million cash contribution from Genworth Holdings to GLIC to facilitate the unstacking. Including this $175 million cash contribution from Genworth Holdings to GLIC would make the 2016 Cash Flow Coverage 0.2. The 2017 Cash Flow Coverage metric excludes a $300 million dividend paid by US MI to Genworth Holdings from the proceeds of an assumed debt issuance by US MI. Including this $300 million dividend from US MI to Genworth Holdings would make the 2017 Cash Flow Coverage 2.3. Cash Flow Coverage is an operating measure that is not defined by GAAP and all of the inputs are calculated in accordance with GAAP. Accordingly, Cash Flow Coverage is not a non-GAAP financial measure. |
8
| (2) |
MI Dividends reflects the projected dividends for each of Genworth Australia, US MI, and in the case of fiscal 2016 only, Genworth Canada, in the aggregate. The Base Forecast assumes there will be no dividends from U.S. Life to Genworth Holdings during the forecast period. The projected dividends for 2017E include a $300 million dividend paid by US MI to Genworth Holdings from the proceeds of an assumed debt issuance by US MI. |
The disclosure on page 89 of the Definitive Proxy Statement under
the section titled Summary of Genworths Management Base Forecast
is further amended and supplemented to insert the following table
after the table titled Consolidated Non-GAAP Operating Income
(Loss):
Corporate and Other Estimated Pro Forma Balances
| ($ in millions) | 2016E | |||
|
Net Accrued HR Expenses |
$ | (216 | ) | |
|
Holding Company Tax Matters Liabilities |
$ | (89 | ) |
The section of the Definitive Proxy Statement entitled:
The MergerLitigation Related to the Merger on page 102 of the
Definitive Proxy Statement is amended and restated as
follows:
Litigation Related to the Merger
On January 12, 2017, two putative Genworth stockholders filed a
complaint in the Delaware Court of Chancery, captioned
Salberg v. Genworth Financial, Inc., C.A. No.
2017-0018-JRS, seeking an inspection of Genworth books and
records, to 8 Del. C. 220, relating to the Boards
consideration of derivative claims belonging to Genworth in the
context of the merger. Genworth previously provided the
stockholders with certain books and records in response to a
demand for inspection to 8 Del. C. 220.On February 6,
2017, Genworth filed an answer to that complaint.
On January 23, 2017, a putative stockholder class action lawsuit,
captioned Rice v. Genworth Financial Incorporated, Case
No.3:17-cv-00059-REP, was filed in the United States District
Court for the Eastern District of Virginia (Richmond Division),
against Genworth and the members of the Board.On January 25,
2017, two putative stockholder class action lawsuits, captioned
James v. Genworth Financial, Inc., Case No. 3:17-cv-00078-REP,
and Rosenfeld Family Trust v. Genworth Financial, Inc., Case No.
1:17-cv-00073-GMS, were filed in the United States District Court
for the Eastern District of Virginia (Richmond Division) and the
United States District Court for the District of Delaware,
respectively, against Genworth and the members of the Board.On
February 6, 2017, a putative stockholder class action lawsuit,
captioned Chopp v. Genworth Financial, Inc., Case
No.1:17-cv-00125-GMS, was filed in the United States District
Court for the District of Delaware, against Genworth and the
members of the Board.On February 10, 2017, a putative stockholder
class action lawsuit, captioned Ratliff v. Genworth Financial,
Inc., Case No. 3:17-cv-00132-REP, was filed in the United States
District Court for the Eastern District of Virginia (Richmond
Division), against Genworth and the members of the Board. The
complaints in all five actions allege, among other things, that
the preliminary proxy statement filed by Genworth with the SEC on
December21, 2016 contains false and/or materially misleading
statements and/or omits material information. The complaints in
all five actions assert claims under Sections 14(a) and 20(a) of
the Exchange Act, and seek equitable relief, including
declaratory and injunctive relief, and an award of attorneys fees
and expenses.On February 2, 2017, the plaintiff in the Rice
action filed a motion for a preliminary injunction to enjoin the
March 7, 2017 stockholder vote on the merger pending additional
disclosure to Genworths stockholders concerning the merger.On
February 10, 2017, the defendants filedan opposition to the
preliminary injunction motion in the Rice action.Also on February
10, 2017, the plaintiff in the Rosenfeld Trust action filed a
motion for a preliminary injunction to enjoin the March 7, 2017
stockholder vote on the merger pending additional disclosure to
Genworths stockholders concerning the merger. On February 14,
2017, the defendants filed a motion to transfer the Rosenfeld
Trust action to the Eastern District of Virginia.On February 15,
2017, the defendants filed a motion to transfer the Chopp action
to the Eastern District of Virginia.On February 21, 2017, the
parties to the Eastern District of Virginia actions (Rice, James
and Ratliff) reached an agreement in principle to resolve the
pending preliminary injunction motion in the Rice action through
additional disclosure prior to the March7, 2017 stockholder vote
on the merger. On February 22, 2017, the court in the Eastern
District of Virginia consolidated the Rice, James and Ratliff
actions, and the plaintiffs withdrew the preliminary injunction
motion in the Rice action in consideration of agreed disclosures
to be filed in this Form 8-K.Also on February 22, 2017, the court
in the District of Delaware suspended briefing on the motion for
preliminary injunction in the Rosenfeld Trust action and entered
an order transferring the Rosenfeld Trust and Chopp actions to
the Eastern District of Virginia.On February 23, 2017, the court
in the Eastern District of Virginia received the transferred
Rosenfeld Trust and Chopp actions, assigned the actions case
numbers 3:17-cv-000156-REP and 3:17-cv-000157-REP, respectively,
consolidated the Rosenfeld Trust and Chopp actions, and set the
motion for preliminary injunction filed in the Rosenfeld Trust
action for hearing on March 1, 2017.
9
Important Information About the Transaction and Where to
Find It
This communication may be deemed to be a solicitation material in
respect of the transaction. On January25, 2017, Genworth filed
the Definitive Proxy Statement with the SEC in connection with
the solicitation of proxies for a special meeting to be held on
March7, 2017. The Definitive Proxy Statement and a proxy card
have been mailed to each stockholder of Genworth entitled to vote
at the meeting. Genworth stockholders are urged to read
the Definitive Proxy Statement (including any and all amendments
and supplements thereto) and all other relevant documents which
Genworth will file with the SEC when they become available,
because they will contain important information about the
proposed transaction and related matters. Stockholders
will also be able to obtain copies of the Definitive Proxy
Statement, without charge, when available, at the SECs website at
www.sec.gov or by contacting the investor relations department of
Genworth at the following:
Participants in the Solicitation
Genworth and its directors and executive officers may be deemed
to be participants in the solicitation of proxies of Genworths
stockholders in connection with the proposed transaction.
Genworths stockholders may obtain, without charge, more detailed
information regarding such interested participants in the
Definitive Proxy Statement, Genworths Annual Report on Form 10-K
filed with the SEC on February26, 2016, any Statements of Changes
in Beneficial Ownership on Form 4 of such participants, filed
with the SEC, and certain other documents to be filed with the
SEC in connection with the proposed transaction.
Cautionary Note Regarding Forward-Looking
Statements
This communication includes certain statements that may
constitute forward-looking statements within the meaning of the
federal securities laws, including Section27A of the Securities
Act of 1933, as amended, and Section21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements may
be identified by words such as expects, intends, anticipates,
plans, believes, seeks, estimates, will or words of similar
meaning and include, but are not limited to, statements regarding
the outlook for the companys future business and financial
performance. Forward-looking statements are based on managements
current expectations and assumptions, which are subject to
inherent uncertainties, risks and changes in circumstances that
are difficult to predict. Actual outcomes and results may differ
materially from those in the forward-looking statements and
factors that may cause such a difference include, but are not
limited to, risks and uncertainties related to: (i)the risk that
the transaction may not be completed in a timely manner or at
all, which may adversely affect Genworths business and the price
of Genworths common stock; (ii)the ability of the parties to
obtain stockholder and regulatory approvals, or the possibility
that they may delay the transaction or that materially burdensome
or adverse regulatory conditions may be imposed in connection
with any such regulatory approvals; (iii)the risk that a
condition to closing of the transaction may not be satisfied;
(iv)potential legal proceedings that may be instituted against
Genworth following announcement of the transaction; (v)the risk
that the proposed transaction disrupts Genworths current plans
and operations as a result of the announcement and consummation
of the transaction; (vi)potential adverse reactions or changes to
Genworths business relationships with clients, employees,
suppliers or other parties or other business uncertainties
resulting from the announcement of the transaction or during the
pendency of the transaction, including but not limited to such
changes that could affect Genworths financial performance;
(vii)certain restrictions during the pendency of the transaction
that may impact Genworths ability to pursue certain business
opportunities or strategic transactions; (viii)continued
availability of capital and financing to Genworth before the
consummation of the transaction; (ix)further rating agency
actions and downgrades in Genworths financial strength ratings;
(x)changes in applicable laws or regulations; (xi)Genworths
ability to recognize the anticipated benefits of the transaction;
(xii)the amount of the costs, fees, expenses and other charges
related to the transaction; (xiii)the risks related to diverting
managements attention from Genworths ongoing business operations;
(xiv)the impact of changes in interest rates and political
instability; and (xv)other risks and uncertainties described in
the Proxy Statement, Genworths Annual Report on Form 10-K, filed
with the SEC on February26, 2016 and as updated in Genworths Form
10-Q filed with the SEC on November8, 2016. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences
in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on Genworths consolidated
financial condition, results of operations, credit rating or
liquidity. Accordingly, forward-looking statements should not be
relied upon as representing Genworths views as of any subsequent
date, and Genworth does not undertake any obligation to update
forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new
information, future events or otherwise, except as may be
required under applicable securities laws.
10
About GENWORTH FINANCIAL, INC. (NYSE:GNW)
Genworth Financial, Inc. provides mortgage insurance products. The Company operates through five segments: U.S. Mortgage Insurance, Canada Mortgage Insurance, Australia Mortgage Insurance, U.S. Life Insurance and Runoff. Its U.S. Mortgage Insurance offers mortgage insurance products insuring prime-based, individually underwritten residential mortgage loans in the United States. Its Canada Mortgage Insurance segment offers flow mortgage insurance and also provides bulk mortgage insurance that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk in Canada. Its Australia Mortgage Insurance segment offers flow mortgage insurance and provides bulk mortgage insurance in Australia. Its U.S. Life Insurance offers long-term care insurance products in the United States. Its Runoff segment includes the results of non-strategic products, which are no longer sold. GENWORTH FINANCIAL, INC. (NYSE:GNW) Recent Trading Information
GENWORTH FINANCIAL, INC. (NYSE:GNW) closed its last trading session up +0.03 at 4.05 with 6,533,047 shares trading hands.
