SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Genworth Financial Inc – ‘8-K’ for 10/3/18

On:  Thursday, 10/4/18, at 7:06am ET   ·   For:  10/3/18   ·   Accession #:  1193125-18-292696   ·   File #:  1-32195

Previous ‘8-K’:  ‘8-K’ on / for 9/14/18   ·   Next:  ‘8-K’ on / for 10/30/18   ·   Latest:  ‘8-K’ on / for 2/21/24   ·   5 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/04/18  Genworth Financial Inc            8-K:1,9    10/03/18    2:55K                                    Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     17K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     24K 


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  8-K  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 3, 2018

Date of Report

(Date of earliest event reported)

 

LOGO

 

 

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32195   80-0873306

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6620 West Broad Street, Richmond, VA   23230
(Address of principal executive offices)   (Zip Code)

(804) 281-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01.

Entry into a Material Definitive Agreement.

Background

On October 4, 2018, Genworth Holdings, Inc. (the “Issuer”), a direct wholly-owned subsidiary of Genworth Financial, Inc. (the “Company” or the “Guarantor”), announced that it had received, on October 3, 2018, the requisite consents, pursuant to its previously announced solicitation of consents (the “Consent Solicitation”), to amend the indenture dated as of June 15, 2004, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as successor to JP Morgan Chase Bank, N.A., as amended and supplemented from time to time (as so amended and supplemented, the Indenture).

Supplemental Indenture

On October 3, 2018, the Issuer, the Guarantor, and the Trustee entered into Supplemental Indenture No. 13 to the Indenture (“Supplemental Indenture No. 13”) that amended the Indenture to clarify that Genworth Life and Annuity Insurance Company and the subsidiaries of Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company and Genworth Life Insurance Company of New York are excluded from the class of subsidiaries for which a bankruptcy, insolvency or other similar proceeding would result in an event of default under the Indenture.

The amendments to the Indenture implemented by Supplemental Indenture No. 13 will become operative on October 4, 2018 upon the payment of the applicable consent fees payable under the terms of the Consent Solicitation.

The foregoing description of Supplemental Indenture No. 13 does not purport to be complete and is qualified in its entirety by reference to the full text of Supplemental Indenture No. 13, which is filed as Exhibit 4.1 to this Current Report on Form 8-K. Supplemental Indenture No. 13 is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

The following is filed as an exhibit to this Current Report on Form 8-K:

 

Exhibit

Number

  

Description of Exhibit

4.1    Supplemental Indenture No. 13, dated as of October  3, 2018, among Genworth Holdings, Inc., Genworth Financial, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, amending the Indenture, dated as of June  15, 2004, between Genworth Financial, Inc. (renamed Genworth Holdings, Inc.) and JPMorgan Chase Bank, N.A. (succeeded by The Bank of New York Mellon Trust Company, N.A.), as Trustee


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GENWORTH FINANCIAL, INC.
Date: October 4, 2018     By:   /s/ Kelly L. Groh
      Kelly L. Groh
     

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:10/4/18None on these Dates
For Period End:10/3/18
6/15/04
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Genworth Financial Inc.           10-K       12/31/23  217:65M                                    Donnelley … Solutions/FA
 2/28/23  Genworth Financial Inc.           10-K       12/31/22  178:62M                                    Donnelley … Solutions/FA
 2/28/22  Genworth Financial Inc.           10-K       12/31/21  191:54M                                    Donnelley … Solutions/FA
 4/12/21  Genworth Financial Inc.           S-3ASR      4/12/21    7:347K                                   Donnelley … Solutions/FA
 2/26/21  Genworth Financial Inc.           10-K       12/31/20  185:54M                                    Donnelley … Solutions/FA
Top
Filing Submission 0001193125-18-292696   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 7:22:50.2am ET