Genworth MI Canada Completes $945M IPO

On July 7, 2009, Genworth MI Canada Inc. (TSX: MIC), a subsidiary of Genworth Financial Inc. (NYSE: GNW), completed an $850 million Canadian initial public offering (with concurrent US Rule 144A placement) of 44,740,000 common shares at $19 per share. Of the shares sold in the offering, 5,100,000 shares were sold by Genworth MI Canada for aggregate gross proceeds of $97 million and 39,640,000 shares were sold by Brookfield Life Assurance Company Limited, a wholly owned subsidiary of Genworth Financial, as selling shareholder, for aggregate gross proceeds of $753 million.

Brookfield also granted the underwriters an over-allotment option to purchase additional common shares at the offering price. The underwriters subsequently exercised this option and on July 30, 2009 purchased an additional 5,034,100 common shares from Brookfield for aggregate gross proceeds of $95 million.

Genworth MI Canada is the largest private residential mortgage insurer in Canada. Joint book runners for the offering were CIBC World Markets Inc., Goldman Sachs Canada Inc. and Scotia Capital Inc. The syndicate of underwriters included TD Securities Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Cormark Securities Inc., Desjardins Securities Inc., Dowling & Partners Securities LLC, Genuity Capital Markets and Macquarie Capital Markets Canada Ltd.

Genworth was represented by Winsor Macdonell, senior vice president, general counsel and secretary of Genworth MI Canada and by Richard J. Oelhafen, Jr., vice president and deputy general counsel of Genworth Financial, as well as by Blake, Cassels & Graydon LLP with a team that included: Jeffrey Lloyd, Brendan Reay, Shlomi Feiner, Tim Sunar and Mostafa Asadi (securities); Peter Viitre (commercial); Paul Belanger and Jennifer Woo (regulatory); Gary Daniel (intellectual property) and Jeffrey Trossman and Paul Stepak (tax). Boris Dolgonos of Weil, Gotshal & Manges LLP provided US legal advice to Genworth and David Brockway of McKee Nelson LLP provided US tax advice to Genworth. Gayle Noble (commercial); Justine Whitehead (intellectual property) and John Lorito (tax) of Stikeman Elliott LLP also assisted Genworth MI Canada on certain commercial matters.

The syndicate of underwriters was represented by Osler, Hoskin & Harcourt LLP with a team that included: Craig Wright, Michael Innes, Natalie Munroe and James Brown (securities); John Jason (regulatory) and Hemant Tilak and Alex Pankratz (tax). Osler also provided US legal advice to the syndicate with a team comprised of James Lurie and Julia Gray (securities) and William Corcoran and Sina Akbari (tax) from Osler's New York office.