GENWORTH FINANCIAL INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

Adoption of Plan of Merger and Consummation of Holding Company Reorganization

On April 1, 2013, Old Genworth completed its previously announced holding company reorganization (the "Reorganization") pursuant to which Old Genworth became a direct, wholly-owned subsidiary of a new public holding company, Genworth. To implement the Reorganization, Old Genworth formed Genworth and Genworth, in turn, formed Sub XLII, Inc. ("Merger Sub"). The holding company structure was implemented pursuant to Section 251(g) of the General Corporation Law of the State of Delaware ("DGCL") by the merger of Merger Sub with and into Old Genworth (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of April 1, 2013, among Old Genworth, Genworth and Merger Sub (the "Merger Agreement"). Old Genworth survived the Merger as a direct, wholly-owned subsidiary of Genworth and each share of Old Genworth Class A Common Stock, par value $0.001 per share ("Old Genworth Class A Common Stock"), issued and outstanding immediately prior to the Merger and each share of Old Genworth Class A Common Stock held in the treasury of Old Genworth immediately prior to the Merger converted into one issued and outstanding or treasury, as applicable, share of Genworth Class A Common Stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the Old Genworth Class A Common Stock being converted.

The conversion of Old Genworth Class A Common Stock in connection with the Merger occurred without an exchange of stock certificates. Accordingly, stock certificates previously representing shares of Old Genworth Class A Common Stock represent the same number of shares of Genworth Class A Common Stock after the Merger. Immediately after the consummation of the Merger, Genworth had the same authorized, outstanding and treasury capital stock as Old Genworth immediately prior to the Merger. Each share of Genworth common stock outstanding immediately prior to the Merger was cancelled. Old Genworth's stockholders will not recognize any gain or loss for U.S. federal income tax purposes upon the conversion of their shares of Old Genworth's Class A Common Stock in connection with the Merger.

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Pursuant to Section 251(g) of the DGCL, the Merger did not require a vote of the stockholders of Old Genworth. Effective upon the consummation of the Merger, Genworth adopted an amended and restated certificate of incorporation and amended and restated bylaws that are identical to those of Old Genworth immediately prior to the consummation of the Merger (other than provisions regarding certain technical matters, as permitted by Section 251(g)). Genworth's directors and executive officers immediately after the consummation of the Merger are the same as the directors and executive officers of Old Genworth immediately prior to the consummation of the Merger. Immediately after the consummation of the Merger, Genworth has, on a consolidated basis, the same assets, businesses and operations as Old Genworth had immediately prior to the consummation of the Merger.

Effective upon the consummation of the Merger, Genworth Class A Common Stock was listed on the New York Stock Exchange, and trades on an uninterrupted basis under the same trading symbol ("GNW") and with the same CUSIP (#37247D106) as was applicable to Old Genworth.

As a result of the Merger, Genworth became the successor issuer to Old Genworth pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") and Rule 12g-3(a) of the Exchange Act. In connection with the Merger, the company historically known as "Genworth Financial, Inc." changed its name to Genworth Holdings, Inc. and the new parent holding company (initially named Sub XLVI, Inc.) changed its name to Genworth Financial, Inc.

In connection with the Merger, on April 1, 2013, Genworth also entered into an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") with Old Genworth pursuant to which Genworth assumed all of Old Genworth's . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information related to the guarantee by Genworth of the payment obligations of Old Genworth in respect of the Senior Notes and the Subordinated Notes that is required by this item is included in Item 1.01 under the heading "Supplemental Indentures" and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information related to the guarantee by Genworth of the payment obligations of Old Genworth in respect of the Senior Notes and the Subordinated Notes that is required by this item is included in Item 1.01 under the heading "Supplemental Indentures" and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information that is required by this item is included in Item 1.01 under the heading "Adoption of Plan of Merger and Consummation of Holding Company Reorganization" and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information related to Genworth's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws that is required by this item is included in Item 1.01 under the heading "Adoption of Plan of Merger and Consummation of Holding Company Reorganization" and is incorporated herein by reference.

In connection with the Merger, on April 1, 2013, the Amended and Restated Certificate of Incorporation of Old Genworth was amended to change Old Genworth's name to "Genworth Holdings, Inc." and to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Old Genworth, other than the election or removal of directors, that requires for its adoption under the DGCL or its certificate of incorporation the approval of the stockholders of Old Genworth shall require the approval of the stockholders of Genworth. In addition, on April 1, 2013, the Amended and Restated Bylaws of Old Genworth were amended to be generally consistent with Old Genworth's practice for bylaws of other wholly-owned subsidiaries.

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The foregoing descriptions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Old Genworth do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Old Genworth, which are filed as Exhibits 3.3 and 3.4 hereto, respectively, and each of which is incorporated by reference herein.

Item 8.01. Other Events.

On April 1, 2013, immediately following the consummation of the Merger, Old Genworth distributed to Genworth (as its sole stockholder), through a dividend (the "Distribution"), the 84.6% membership interest in one of its subsidiaries (Genworth Mortgage Holdings, LLC ("GMHL")) that it held directly, and 100% of the shares of another of its subsidiaries (Genworth Mortgage Holdings, Inc. ("GMHI")), that held the remaining 15.4% of outstanding membership interests of GMHL. At the time of the Distribution, GMHL and GMHI together owned (directly or indirectly) 100% of the shares or other equity interests of all of the subsidiaries that conducted Old Genworth's U.S. mortgage insurance business (these subsidiaries also owned the subsidiaries that conducted Old Genworth's European mortgage insurance business).

Item 9.01. Financial Statement and Exhibits.

      (d) Exhibits.  

The following exhibits are filed as exhibits to this report:

   Number                                   Description   2.1        Agreement and Plan of Merger, dated as of April 1, 2013, among             Genworth Financial, Inc. (renamed Genworth Holdings, Inc.), Sub XLVI,             Inc. (renamed Genworth Financial, Inc.) and Sub XLII, Inc.   3.1        Amended and Restated Certificate of Incorporation of Genworth             Financial, Inc., dated as of April 1, 2013   3.2        Amended and Restated Bylaws of Genworth Financial, Inc., dated as of             April 1, 2013   3.3        Amended and Restated Certificate of Incorporation of Genworth             Holdings, Inc., dated as of April 1, 2013   3.4        Amended and Restated Bylaws of Genworth Holdings, Inc., dated as of             April 1, 2013   4.1        Supplemental Indenture No. 9, dated as of April 1, 2013, 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                                            7 

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 4.2    Second Supplemental Indenture, dated as of April 1, 2013, 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         November 14, 2006, between Genworth Financial, Inc. (renamed Genworth         Holdings, Inc.) and The Bank of New York, N.A (renamed The Bank of New         York Mellon Trust Company, N.A.), as Trustee  10.1    Assignment and Assumption Agreement, dated as of April 1, 2013, between         Genworth Holdings, Inc. and Genworth Financial, Inc.  10.2    Amendment No.1 to Master Agreement, dated April 1, 2013, among Genworth MI         Canada Inc., Brookfield Life Assurance Company Limited, Genworth         Financial, Inc. (renamed Genworth Holdings, Inc.), Genworth Financial         Mortgage Insurance Company Canada and Sub XLVI, Inc. (renamed Genworth         Financial, Inc.) relating to the Master Agreement, dated July 7, 2009, to         which all the foregoing companies are parties except Sub XLVI, Inc.  10.3    Amending Agreement, dated April 1, 2013, among Genworth MI Canada Inc.,         Brookfield Life Assurance Company Limited, Genworth Financial, Inc.         (renamed Genworth Holdings, Inc.), Genworth Mortgage Holdings, LLC,         Genworth Mortgage Insurance Corporation, Genworth Mortgage Insurance         Corporation of North Carolina, Genworth Financial International Holdings,         Inc., Genworth Residential Mortgage Assurance Corporation and Sub XLVI,         Inc. (renamed Genworth Financial, Inc.) relating to the Shareholder         Agreement, dated July 7, 2009, to which all of the foregoing companies are         parties except Sub XLVI, Inc.  10.4    Consent and Agreement to Become a Party to Restated Tax Matters Agreement,         dated April 1, 2013, among Genworth Financial, Inc., Genworth Holdings,         Inc., General Electric Company, General Electric Capital Corporation, GE         Financial Assurance Holdings, Inc. and GEI, Inc.                                            8 

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