UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
Genworth Financial, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class
of Securities)
37247D106
(CUSIP Number)
AUGUST 8, 2011
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x]Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37247D106 | 13G | Page 2 of 19 Pages |
| 1. |
NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
|
Highfields Capital Management LP | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
|
(b) [x] | |
| 3. |
SEC USE ONLY |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER | |
|
27,459,991 | |||
| 6. |
SHARED VOTING POWER | ||
|
—0— | |||
| 7. |
SOLE DISPOSITIVE POWER | ||
|
27,459,991 | |||
| 8. |
SHARED DISPOSITIVE POWER | ||
|
—0— |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
27,459,991 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ] |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
5.6% | |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
PN |
| CUSIP No. 37247D106 | 13G | Page 3 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Highfields GP LLC |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
27,459,991 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
27,459,991 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
27,459,991 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.6% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
| CUSIP No. 37247D106 | 13G | Page 4 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Highfields Associates LLC |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
27,459,991 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
27,459,991 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
27,459,991 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.6% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
| CUSIP No. 37247D106 | 13G | Page 5 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Jonathon S. Jacobson |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
27,459,991 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
27,459,991 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
27,459,991 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.6% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
IN |
| CUSIP No. 37247D106 | 13G | Page 6 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Highfields Capital I LP |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
2,073,156 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
2,073,156 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,073,156 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [x] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.4% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
PN |
| CUSIP No. 37247D106 | 13G | Page 7 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Highfields Capital II LP |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
7,192,071 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
7,192,071 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7,192,071 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [x] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.5% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
PN |
| CUSIP No. 37247D106 | 13G | Page 8 of 19 Pages |
| 1. | NAMES OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Highfields Capital III L.P. |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
(b) [x] |
|
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
|
18,194,764 |
|||
| 6. | SHARED VOTING POWER |
||
—0— |
|||
| 7. | SOLE DISPOSITIVE POWER |
||
18,194,764 |
|||
| 8. | SHARED DISPOSITIVE POWER |
||
—0— |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
18,194,764 |
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [x] |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
3.7% |
|
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
PN |
| CUSIP No. 37247D106 | 13G | Page 9 of 19 Pages |
| Item 1 (a). | Name of Issuer: | |
| Genworth Financial, Inc. (the “Issuer”) | ||
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: | |
| 6620 West Broad Street, Richmond, Virginia 23230 | ||
| Item 2 (a). |
Name of Person Filing: This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”): |
|
| (i) | Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds; | |
| (ii) | Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management; | |
| (iii) | Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds; | |
| (iv) | Jonathon S. Jacobson, the Managing Member of Highfields GP and the Senior Managing Member of Highfields Associates; | |
| (v) | Highfields I, a Delaware limited partnership; | |
| (vi) | Highfields II, a Delaware limited partnership; and | |
| (vii) | Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands. | |
| Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” | ||
| Item 2 (b). |
Address of Principal Business Office or, if None, Residence: Address for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I and Highfields II: c/o Highfields Capital Management LP |
|
| CUSIP No. 37247D106 | 13G | Page 10 of 19 Pages |
|
Address for Highfields III: |
|
|
c/o Goldman Sachs (Cayman) Trust, Limited |
|
| Item 2 (c). |
Citizenship: |
|
Highfields Capital Management – Delaware |
|
| Item 2 (d). |
Title of Class of Securities: |
|
Common Stock, $0.001 par value |
|
| Item 2 (e). |
CUSIP Number: |
|
37247D106 |
|
| Item 3. |
Not applicable. |
| CUSIP No. 37247D106 | 13G | Page 11of 19 Pages |
| Item 4. |
Ownership. |
||
|
For Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson: |
|||
| (a) |
Amount beneficially owned: 27,459,991 shares of Common Stock |
||
| (b) |
Percent of class: 5.6 % |
||
| (c) |
Number of shares as to which such person has: |
||
| (i) |
Sole power to vote or to direct the vote: 27,459,991 |
||
| (ii) |
Shared power to vote or to direct the vote: —0— |
||
| (iii) |
Sole power to dispose or to direct the disposition of: 27,459,991 |
||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— |
||
|
For Highfields I: |
|||
| (a) |
Amount beneficially owned: 2,073,156 shares of Common Stock |
||
| (b) |
Percent of class: 0.4 % |
||
| (c) |
Number of shares as to which such person has: |
||
| (i) |
Sole power to vote or to direct the vote: 2,073,156 |
||
| (ii) |
Shared power to vote or to direct the vote: —0— |
||
| (iii) |
Sole power to dispose or to direct the disposition of: 2,073,156 |
||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— |
||
|
For Highfields II: |
|||
| (a) |
Amount beneficially owned: 7,192,071 shares of Common Stock |
||
| (b) |
Percent of class: 1.5 % |
||
| (c) |
Number of shares as to which such person has: |
||
| (i) |
Sole power to vote or to direct the vote: 7,192,071 |
||
| CUSIP No. 37247D106 | 13G | Page 12 of 19 Pages |
| (ii) |
Shared power to vote or to direct the vote: —0— |
||
| (iii) |
Sole power to dispose or to direct the disposition of: 7,192,071 |
||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— |
||
| For Highfields III: | |||
| (a) |
Amount beneficially owned: 18,194,764 shares of Common Stock |
||
| (b) |
Percent of class: 3.7% |
||
| (c) |
Number of shares as to which such person has: |
||
| (i) |
Sole power to vote or to direct the vote: 18,194,764 |
||
| (ii) |
Shared power to vote or to direct the vote: —0— |
||
| (iii) |
Sole power to dispose or to direct the disposition of: 18,194,764 |
||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— |
||
| CUSIP No. 37247D106 | 13G | Page 13 of 19 Pages |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
|
Not applicable. |
|
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson has the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock owned by the Funds. |
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
Not applicable. |
|
| Item 8. |
Identification and Classification of Members of the Group. |
|
See Exhibit 2 attached hereto. |
|
|
Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. |
|
| Item 9. |
Notice of Dissolution of Group. |
|
Not applicable. |
|
| Item 10. |
Certification. |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 37247D106 | 13G | Page 14 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| August 17, 2011 | |
| Date | |
| HIGHFIELDS CAPITAL MANAGEMENT LP | |
| By: Highfields GP LLC, its General Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS GP LLC | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS ASSOCIATES LLC | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| JONATHON S. JACOBSON | |
| /s/ Joseph F. Mazzella* | |
| Signature | |
| Joseph F. Mazzella, Attorney in Fact | |
| Name/Title |
*by power of attorney
| CUSIP No. 37247D106 | 13G | Page 15 of 19 Pages |
| HIGHFIELDS CAPITAL I LP | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL II LP | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL III L.P. | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title |
| CUSIP No. 37247D106 | 13G | Page 16 of 19 Pages |
EXHIBIT INDEX
|
|
|
| Exhibit 1. |
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| Exhibit 2. |
List of Members of Group |
| CUSIP No. 37247D106 | 13G | Page 17 of 19 Pages |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
| August 17, 2011 | |
| Date | |
| HIGHFIELDS CAPITAL MANAGEMENT LP | |
| By: Highfields GP LLC, its General Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS GP LLC | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS ASSOCIATES LLC | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| JONATHON S. JACOBSON | |
| /s/ Joseph F. Mazzella* | |
| Signature |
| CUSIP No. 37247D106 | 13G | Page 18 of 19 Pages |
| Joseph F. Mazzella, Attorney in Fact | |
| Name/Title | |
| *by power of attorney | |
| HIGHFIELDS CAPITAL I LP | |
| By: Highfields Associates LLC, its General Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL II LP | |
| By: Highfields Associates LLC, its General Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL III L.P. | |
| By: Highfields Associates LLC, its General Partner | |
| /s/ Joseph F. Mazzella | |
| Signature | |
| Joseph F. Mazzella, Authorized Signatory | |
| Name/Title |
| CUSIP No. 37247D106 | 13G | Page 19 of 19 Pages |
Exhibit 2
MEMBERS OF GROUP
Highfields Capital Management LP
Highfields GP LLC
Highfields Associates LLC
Jonathon S. Jacobson
Highfields Capital I LP
Highfields Capital II LP
Highfields Capital III L.P.