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Press release from PR Newswire

Genworth Life Insurance Company Announces Tender Offer for all of the Issued and Outstanding RLIII INC Securities

Friday, December 09, 2011

Genworth Life Insurance Company Announces Tender Offer for all of the Issued and Outstanding RLIII INC Securities08:15 EST Friday, December 09, 2011RICHMOND, Va., Dec. 9, 2011 /PRNewswire/ -- Genworth Life Insurance Company (the "Company") announced that it has commenced today a cash tender offer to purchase (the "Offer") all of the issued and outstanding five series of RLIII INC Money Market Securities (the "MM Securities") and one series of RLIII INC Term Securities (the "Term Securities", and together with the MM Securities, the "Securities") of the respective Trusts listed below, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated December 9, 2011 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), for the consideration described below.      Per $1,000Face AmountTrustCUSIPNumberSeries  Face Amount Outstanding Tender Offer ConsiderationEarly Tender PaymentTotal ConsiderationInsurance NoteCapital MMSRLIII 2006-145804VAA2INC Money Market Securities, Series RLIII 2006-1$100,000,000$690$50$740Insurance NoteCapital MMSRLIII 2006-245804XAA8 INC Money Market Securities, Series RLIII 2006-2$100,000,000$690$50$740Insurance NoteCapital MMSRLIII 2006-345805AAA7 INC Money Market Securities, Series RLIII 2006-3$100,000,000$690$50$740Insurance NoteCapital MMSRLIII 2006-445805CAA3 INC Money Market Securities, Series RLIII 2006-4$100,000,000$690$50$740Insurance NoteCapital MMSRLIII 2006-545805EAA9 INC Money Market Securities, Series RLIII 2006-5$100,000,000$690$50$740Insurance NoteCapital TermRLIII 2006-1458049AA1 INC Term Securities, SeriesRLIII 2006-1$250,000,000$730$50$780              The Offer will expire at midnight, New York City time, on January 9, 2012, unless extended or earlier terminated by the Company (such date and time, as the same may be extended, the "Expiration Time").  Securities that are validly tendered and not validly withdrawn at or prior to 5:00 p.m. New York City time, on December 22, 2011, unless extended (such date and time, as the same may be extended, the "Early Tender Time"), will be eligible to receive the Total Consideration set forth above.  Securities that are validly tendered and not validly withdrawn after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration (as set forth above). The Tender Offer Consideration is equal to the Total Consideration minus the Early Tender Payment (as set forth above).  No Securities may be withdrawn after 5:00 P.M., New York City time, on December 22, 2011, unless extended (such date and time as the same may be extended, the "Withdrawal Deadline"), unless the Company is required by law to permit such withdrawal.   In addition to the applicable consideration, holders whose Securities are purchased pursuant to the Offer will be paid all accrued and unpaid interest on their purchased Securities from the last interest payment date to, but not including, the applicable settlement date for the Offer.  The Offer is conditioned on satisfaction or waiver of the conditions specified in the Offer to Purchase, including the condition that a minimum of $475 million aggregate face amount of Securities be validly tendered and not validly withdrawn (the "Minimum Tender Condition") pursuant to the Offer.  As of the date hereof, the Company owns approximately $98.9 million aggregate face amount of Securities of all series. The Securities that the Company currently holds will not be tendered and, therefore, will not be included in determining whether the Minimum Tender Condition has been satisfied.  If after the Early Tender Time, all conditions to the Offer have been satisfied or waived by us, the Company will accept and pay for all Securities validly tendered at or prior to the Early Tender Time (and not validly withdrawn) on the Early Settlement Date.  The "Early Settlement Date" will be promptly after all conditions to the Offer have been satisfied or waived by the Company after the Early Tender Time.  The Offer is not conditioned on financing.  Full details of the terms and conditions of the Offer are included in the  Offer to Purchase and the related Letter of Transmittal.Deutsche Bank Securities Inc. will serve as Dealer Manager for the Offer.  Persons with questions regarding the Offer should contact Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at 212-430-3774 or (866) 470-3700.This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities or any other security. The Offer is made only by the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to security holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of the Company.Forward-Looking StatementsCertain of the statements included in this press release, and other written or oral statements made from time to time by representatives of the Company, may constitute forward-looking statements.  Words such as "expects," "believes," "anticipates," "includes," "plans," "assumes," "estimates," "projects," "intends" or variations of such words or similar words or expressions are generally part of forward-looking statements.  Forward-looking statements are made based on current expectations and assumptions and beliefs concerning future developments and their potential effects.  There can be no assurance that future developments will be those anticipated.  These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation:  (i) general economic, market and political conditions, including the performance of financial markets, interest rate fluctuations and the continuing negative impact of the current economic environment; (ii) various domestic or international military or terrorist activities or conflicts; (iii) volatility in the securities markets; (iv) exposure to contingent liabilities; (v) investment losses and defaults; (vi) changes in claims-paying or credit ratings; (vii) competition; (viii) the impact of changing regulation or accounting practices; (ix) adverse mortality or persistency results; (x) adverse litigation results or regulatory matters; (xi) changes in tax law or insurance law or regulation; and (xii) changes in laws regulating broker-dealers and registered clearing agencies.Consequently, such forward-looking statements should be regarded solely as the Company's current plans, estimates and beliefs.  The Company does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.  About Genworth Life Insurance Company The Company is a Delaware-domiciled stock life insurance company and wholly-owned indirect subsidiary of Genworth Financial, Inc.  The Company principally offers long-term care insurance, life insurance, deferred fixed annuities and immediate fixed annuities.  About Genworth FinancialGenworth Financial, Inc. (NYSE: GNW) is a leading Fortune 500 insurance holding company that is dedicated to helping people secure their financial lives, families and futures. Genworth has leadership positions in offerings that assist consumers in protecting themselves, investing for the future and planning for retirement -- including life insurance, long term care insurance, financial protection coverages, and independent advisor-based wealth management -- and mortgage insurance that helps consumers achieve homeownership while assisting lenders in managing their risk and capital.  Genworth has approximately 6,500 employees and operates through three segments: Retirement and Protection, U.S. Mortgage Insurance and International. Its products and services are offered through financial intermediaries, advisors, independent distributors and sales specialists. Genworth Financial, Inc., which traces its roots back to 1871, became a public company in 2004 and is headquartered in Richmond, Virginia. For more information, visit From time to time, Genworth Financial, Inc. releases important information via postings on its corporate website. Accordingly, investors and other interested parties are encouraged to enroll to receive automatic email alerts and Really Simple Syndication (RSS) feeds regarding new postings. Enrollment information is found under the "Investors" section of genworth.comSOURCE Genworth Life Insurance CompanyFor further information: CONTACT: Media: Al Orendorff, +1-804-662-2534,