Genworth hits minimum tender condition of offer for RLIII securities

By Angela McDaniels

Tacoma, Wash., Jan. 20 - Genworth Life Insurance Co. has satisfied the minimum tender condition of its tender offer for five series of RLIII INC money market securities and one series of RLIII INC term securities, according to a company news release.

The offer is conditioned on a minimum of $475 million face amount of securities being tendered. Because this condition has been fulfilled, the company expects to accept and pay for all securities tendered prior to the expiration of the offer, which will occur at midnight ET on Jan. 20. The settlement date is expected to be Jan. 24.

The offer applies to the following:

• Insurance Note Capital MMS RLIII 2006-1's $100 million of INC money market securities, series RLIII 2006-1;

• Insurance Note Capital MMS RLIII 2006-2's $100 million of INC money market securities, series RLIII 2006-2;

• Insurance Note Capital MMS RLIII 2006-3's $100 million of INC money market securities, series RLIII 2006-3;

• Insurance Note Capital MMS RLIII 2006-4's $100 million of INC money market securities, series RLIII 2006-4;

• Insurance Note Capital MMS RLIII 2006-5's $100 million of INC money market securities, series RLIII 2006-5; and

• Insurance Note Capital Term RLIII 2006-1's $250 million of INC term securities, series RLIII 2006-1.

For each $1,000 principal amount, the company will pay $805 for money market securities and $820 for term securities. This includes a $50 early tender payment per security.

The company twice extended the early tender time, first to 5 p.m. ET on Jan. 12 from 5 p.m. ET on Dec. 22 and then to midnight ET on Jan. 20.

Because the early tender time is the same as the offer expiration, all holders who tender will receive the early tender payment.

Holders also will receive accrued interest to the settlement date.

On Jan. 6, the company increased the purchase prices and extended the offer deadline from midnight ET on Jan. 9.

Before the increase, the company planned to pay $740 for money market securities and $780 for term securities tendered by the early tender date, including the $50 early tender payment.

As of Dec. 9, the company owned about $98.9 million face amount of the securities, and those notes will not be tendered or included in determining the minimum tender condition.

Deutsche Bank Securities Inc. (855 287-1922) is the dealer manager. Global Bondholder Services Corp. (212 430-3774 or 866 470-3700) is the information agent.

Genworth Life Insurance is a subsidiary of Genworth Financial, Inc., a financial security and insurance company based in Richmond, Va.

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