Securities Exchange Act of 1934
Rule 12g-3
Rules 14a-1 and 14a-13

March 27, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The Merger will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and New Parent will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
   
• New Parent may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Form S-3. The Company’s reporting history under the Exchange Act may also be used in determining whether New Parent “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8.
   
• The Company’s Exchange Act reporting history may be taken into account when determining New Parent’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
   
• Average weekly reported trading volume in Company Class A Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of New Parent Class A Common Stock that may be sold pursuant to Rule 144(e).
   
• The Division will not object if New Parent, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company’s 2012 Form S-3 Registration Statement and the Form S-8 Registration Statements, provided that New Parent adopts the 2012 Form S-3 Registration Statement and the Form S-8 Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
   
• Based on the facts presented, the Division will not recommend enforcement action if: (1) New Parent does not register under the Securities Act its guarantees of the Company’s obligations under the Senior Notes Indenture and the Subordinated Notes Indenture; and (2) New Parent does not qualify the supplemental indentures under the Trust Indenture Act in connection with its guarantee of such obligations. In arriving at these positions, we have noted in particular your opinion as counsel that the indentures governing the Senior Notes and Subordinated Notes authorize the trustees to enter into supplemental indentures without the vote or consent of the holders of the Senior Notes or Subordinated Notes for the purposes of evidencing New Parent’s guarantee of the Company’s obligations thereunder, and your representations that no vote or consent of the holders of the Senior Notes or Subordinated Notes will be sought, and no consideration will be paid to New Parent, in connection with the issuance of the additional guarantees by New Parent.
   
• The Division, in coordination with and reliance upon guidance received from the Office of Mergers and Acquisitions, would not raise any objection if in the specific context of the Reorganization, the Company and New Parent interpret the term “registrant,” as defined in Exchange Act Rule 14a-1, to include the Company as well as New Parent for the sole purpose of complying with Exchange Act Rule 14a-13.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions. The responses regarding registration under the Securities Act and qualification under the Trust Indenture Act express the Division’s position on enforcement action only and do not purport to express a legal position on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/genworth-financial-032713-12g3.htm