Genworth MI Canada Inc. Announces the Commencement of Consent Solicitation for its 4.242% Debentures Due April 1, 2024

• Holders of Debentures who validly deliver a consent form prior to the expiry of the Consent Solicitation may be eligible to receive a fee equal to $1.00 per $1,000 principal amount of Debentures.
• Consent Forms are due at 5:00 p.m. (Eastern Time) on May 8, 2019, unless extended or terminated by the Company.

TORONTO, April 22, 2019 /CNW/ - Genworth MI Canada Inc. (the "Company") (TSX: MIC) today announced that it has commenced a solicitation of consents (the "Consent Solicitation") to amend the third series supplement (the "Supplemental Indenture") dated April 1, 2014 to the trust indenture (the "BaseIndenture" and, together with the Supplemental Indenture, the "Indenture") dated June 29, 2010 between the Company and BNY Trust Company of Canada, as trustee (the "Trustee"). The terms and conditions of the Consent Solicitation are set out in the consent solicitation statement of the Company dated April 22, 2019 (the "Consent Solicitation Statement").

The purpose of the Consent Solicitation is to obtain approval for a proposed amendment to the Supplemental Indenture (the "Proposed Amendment"). The Proposed Amendment, if it becomes effective, would increase the aggregate principal amount of the 4.242% Debentures due April 1, 2024 (the "Debentures") that may be issued under the Supplemental Indenture from $160 million to $300 million, thereby providing the Company with the right, but not the obligation, to offer for issuance up to an additional $140 million principal amount of Debentures, which additional Debentures, if and when issued, would form part of the same series as the existing Debentures. The Proposed Amendment requires the consents of the holders of not less than a majority of the principal amount of the outstanding Debentures (the "Requisite Consents").

The Amendment will not result in any change to the interest rate, payment schedule, maturity date or any other term of the existing Debentures.

The Consent Solicitation will be open until 5:00 p.m. (Eastern time) on May 8, 2019, unless extended or terminated by the Company.

Beneficial owners of the Debentures whose Debentures are held in the name of a bank, trust company, securities dealer or broker, or trustee or other intermediary, or in the name of a clearing agency of which such intermediary is a participant, should contact such intermediary promptly and obtain and follow their intermediary's instructions with respect to the applicable consent procedures and deadlines, which procedures may be different, and which deadlines may be earlier than, the procedures and deadlines set out in the Consent Solicitation Statement.

Those holders of Debentures who validly deliver a consent form prior to the expiry of the Consent Solicitation, where such consent form is accepted by the Company, may be eligible to receive a fee equal to $1.00 per  $1,000 principal amount of Debentures, as set out in the Consent Solicitation Statement, subject to the satisfaction or waiver of various conditions as described in the Consent Solicitation Statement.

The record date for the purposes of the Consent Solicitation is 5:00 p.m. (Eastern time) on April 17, 2019. The effectiveness of the Proposed Amendment and payment of the fee are subject to the satisfaction or waiver of the conditions set out in the Consent Solicitation Statement.

This press release is neither a solicitation of consent, an offer to purchase Debentures nor a solicitation of an offer to sell securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement.

Requests for assistance in completing a consent form or requests for copies of the Consent Solicitation Statement, the consent form or other related documents should be directed to the Information Agent, Laurel Hill Advisory Group , at 1-877-452-7184 (North American Toll Free), or by calling 1-416-304-0211 (Collect Outside North America) or by email to assistance@laurelhill.com. Questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent, Scotia Capital Inc., Attention: Danielle Clements-Lewis, by calling 416-863-2871, or by email to danielle.clements-lewis@scotiabank.com.  

About Genworth MI Canada Inc.

Genworth MI Canada Inc. (TSX: MIC) through its subsidiary, Genworth Financial Mortgage Insurance Company Canada ("Genworth Canada"), is the largest private residential mortgage insurer in Canada. The Company provides mortgage default insurance to Canadian residential mortgage lenders, making homeownership more accessible to first-time homebuyers. Genworth Canada differentiates itself through customer service excellence, innovative processing technology, and a robust risk management framework. For more than two decades, Genworth Canada has supported the housing market by providing thought leadership and a focus on the safety and soundness of the mortgage finance system. As at December 31, 2018, Genworth Canada had $6.9 billion total assets and $4.0 billion total shareholders' equity. Find out more at www.genworth.ca.

Contact Information:

Investors – Jonathan Pinto, 905-287-5482 or jonathan.pinto@genworth.com.

Caution regarding forward looking information and statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company are intended to identify forward-looking statements. Specific forward-looking statements in this document include, but are not limited to, statements with respect to the timing and terms of the Consent Solicitation, and the Proposed Amendment, as well as any issuance of additional Debentures following the completion of the Consent Solicitation and the execution of the Proposed Amendment.

Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.

SOURCE Genworth MI Canada