Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 20, 2021, Genworth Financial, Inc. (“Genworth Financial”) announced the completion of the initial public offering (“IPO”) of its subsidiary, Enact Holdings, Inc. (“Enact Holdings”), formerly Genworth Mortgage Holdings, Inc., a leading provider of private mortgage insurance. On September 15, 2021, Enact Holdings, a subsidiary of Genworth Holdings, Inc. (“Genworth Holdings”), priced the IPO of its common shares. Enact Holdings’ common shares commenced trading on the Nasdaq Global Select Market on September 16, 2021. All of the shares were offered by the selling stockholder, Genworth Holdings, a wholly owned subsidiary of Genworth Financial, with the net proceeds from the IPO retained by Genworth Holdings. Genworth Holdings and the joint lead managers of the IPO agreed that 13,310,400 of Enact Holdings’ common shares would be issued at an IPO price of $19 per common share. In addition to the shares sold in the IPO, certain investment funds managed by Bayview Asset Management, LLC purchased 14,655,600 common shares of Enact Holdings from Genworth Holdings in a concurrent private sale (“Private Sale”) at a price of $17.86 per common share, which is equal to the IPO price less the underwriting discount per share. Genworth Holdings also granted the underwriters a 30-day option to purchase up to an additional 1,996,560 common shares (“Over-Allotment Option”) of Enact Holdings at the IPO price less the underwriting discount. On September 16, 2021, the underwriters exercised their option to purchase all 1,996,560 common shares permitted under the terms of the underwriting agreement. The IPO, Private Sale and Over-Allotment Option (collectively the “Offering”) closed on September 20, 2021. Following the completion of the Offering, Genworth Financial beneficially owns approximately 81.6% of the common shares of Enact Holdings.
The gross proceeds of the Offering, before payment of underwriter fees and other expenses, was approximately $553 million. Genworth Holdings received aggregate net proceeds after underwriter fees of approximately $535 million, before other fees and expenses that are estimated to be approximately $6 million. The remaining net proceeds of approximately $529 million were retained by Genworth Holdings.
As of June 30, 2021, the remaining balance owed to AXA S.A. (“AXA”) related to a secured promissory note, excluding future claims still being processed, was approximately $292 million. On September 21, 2021, Genworth Holdings used the net proceeds from the Offering to repay the outstanding balance of the secured promissory note owed to AXA, excluding future claims still being processed. Following the receipt of the full repayment, AXA released its 19.9% security interest in the outstanding common shares of Enact Holdings previously held by AXA as collateral against the secured promissory note. The remaining net proceeds from the Offering will be used by Genworth Holdings to repay a portion of its future debt maturities and claims still being processed by AXA.
Item 9.01. Financial Statements and Exhibits.
Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet of Genworth Financial, Inc. as of June 30, 2021 and notes thereto and the unaudited pro forma condensed consolidated statements of income of Genworth Financial, Inc. for the six months ended June 30, 2021 and for the year ended December 31, 2020 and notes thereto are filed as Exhibit 99.1 hereto and incorporated by reference herein.
Exhibits.
The following is filed as an exhibit to this report:
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