Weil, Gotshal & Manges LLP

Genworth Financial, Inc.

Initial Public Offering of Genworth Financial, Inc.

General Electric’s formation and initial public offering of Genworth Financial, Inc., the largest IPO since 2002, was a transaction of enormous scope and complexity.  With assets of more than $100 billion and revenue triple that of Google – another notable IPO in 2004 – the nearly 100 companies that would become Genworth had first to be separated from their parent, GE, no small chore.  Genworth needed its own corporate and capital structure, corporate governance, tax planning, employee benefits plans and independent relationships with insurance regulators – all befitting a company that is now one of the largest insurance companies in the US.
The transaction was centered around an IPO of common stock that totaled $2.8 billion, but it also involved a variety of other concurrent securities offerings and financing transactions (including offerings of convertible debt, preferred stock, senior notes, three bank facilities and an innovative contingent mortgage note), which together provided GE with proceeds of more than $6.5 billion.
GE tapped Weil to lead its legal efforts around the world to form Genworth and orchestrate its IPO.  It was a transaction with a huge number of moving parts.  Every department of the firm and almost every office was involved, capitalizing on the skills of well over 100 lawyers who addressed the multitude of complex and novel issues presented in this transaction.
The transaction was novel for GE, a company that historically had eschewed IPOs in favor of M&A sales, but it turned out to be a successful solution to GE’s strategy to release capital from its insurance businesses to reinvest in businesses with greater returns.  The deal also created the opportunity for Genworth to set out on its own as an independent public company building on the GE heritage of growth and innovation.

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