SEC Form 4 · accession 0000899243-18-026460
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings III L.P.
10% Owner
Blackstone Holdings III GP L.P.
10% Owner
CFS Holdings (Cayman) Manager L.L.C.
10% Owner
CFS Holdings (Cayman), L.P.
10% Owner
Period of report
Oct 5, 2018
Accepted (ET)
Oct 9, 2018 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001668428
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F4,F15,F17,F18 | Oct 5, 2018 | P$0 | 687,500 | — | A | 15,316,406 | I | See Footnotes |
| Ordinary SharesF3,F4,F15,F17,F18 | holding | — | — | — | 22,500,000 | I | See Footnotes | |
| Ordinary SharesF5,F15,F17,F18 | holding | — | — | — | 12,488 | I | See Footnotes | |
| Ordinary SharesF6,F15,F17,F18 | holding | — | — | — | 142,111 | I | See Footnotes | |
| Ordinary SharesF7,F14,F15,F17,F18 | holding | — | — | — | 4,147,302 | I | See Footnotes | |
| Ordinary SharesF8,F14,F15,F17,F18 | holding | — | — | — | 1,442,118 | I | See Footnotes | |
| Ordinary SharesF9,F14,F15,F17,F18 | holding | — | — | — | 50,912 | I | See Footnotes | |
| Ordinary SharesF10,F14,F15,F17,F18 | holding | — | — | — | 165,079 | I | See Footnotes | |
| Ordinary SharesF11,F14,F15,F17,F18 | holding | — | — | — | 52,541 | I | See Footnotes | |
| Ordinary SharesF12,F14,F15,F17,F18 | holding | — | — | — | 113,921 | I | See Footnotes | |
| Ordinary SharesF13,F14,F15,F17,F18 | holding | — | — | — | 24,016 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F4,F15,F17,F18,F16 | $11.50 | Oct 5, 2018 | S | 6,250,000 | D | — | — | Ordinary Shares | 6,250,000 | 0 | I |
Explanation of responses
- F1The transactions reported herein were made pursuant to an exchange offer by the Issuer, which expired at midnight at the end of the day on October 4, 2018 (the "Exchange Offer"). Pursuant to the terms of the Exchange Offer, each accepted warrant was exchanged for 0.11 of the Issuer's ordinary shares, par value $0.0001 per share ("Ordinary Shares"), and $0.98 in cash, without interest.
- F10Reflects securities directly held by GSO Credit Alpha Fund LP ("GSO Alpha"). GSO Credit Alpha Associates LLC ("GSO Alpha LLC") is the general partner of GSO Alpha.
- F11Reflects securities directly held by GSO Churchill Partners LP ("GSO Churchill"). GSO Churchill Associates LLC ("GSO Churchill LLC") is the general partner of GSO Churchill.
- F12Reflects securities directly held by GSO Credit-A Partners LP ("GSO Credit-A"). GSO Credit-A Associates LLC ("GSO Credit-A LLC") is the general partner of GSO Credit-A.
- F13Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. ("GSO Harrington", and collectively, with Aiguille Fund, GSO AIV-5, GSO COF AIV-5, GSO D, GSO Alpha, GSO Churchill and GSO Credit-A, the "GSO Funds"). GSO Harrington Credit Alpha Associates L.L.C. ("GSO Harrington LLC") is the general partner of GSO Harrington.
- F14GSO Holdings I L.L.C. ("GSO Holdings I") is the managing member of each of GSO III LLC, GSO COF AIV-5 LLC, GSO D LLC, GSO Alpha LLC, GSO Churchill LLC, GSO Credit-A LLC and GSO Harrington LLC. Blackstone Holdings II L.P. ("Blackstone Holdings II") is the managing member of GSO Holdings I with respect to securities beneficially owned by the GSO Funds. Blackstone Holdings I/II GP is the general partner of Blackstone Holdings II.
- F15Blackstone is the controlling shareholder of Blackstone Holdings I/II GP and the sole member of Blackstone Holdings III LLC. Blackstone Group Management L.L.C. ("Blackstone Management") is the general partner of Blackstone. Blackstone Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, Bennett J. Goodman may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
- F16Each Warrant entitled the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments. The Warrants were to expire on November 30, 2022, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
- F17Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F18Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F2Reflects securities directly held by CFS Holdings (Cayman), L.P. ("CFS 1").
- F3Reflects securities directly held by CFS Holdings II (Cayman), L.P. ("CFS 2").
- F4CFS Holdings (Cayman) Manager L.L.C. ("CFS Cayman Manager") is the general partner of CFS 1 and CFS 2. The Managing Member of CFS Cayman Manager is Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd. ("BTO Cayman"). The controlling shareholder of BTO Cayman is Blackstone Holdings III L.P. ("Blackstone Holdings III"). The general partner of Blackstone Holdings III is Blackstone Holdings III GP L.P. ("Blackstone Holdings III GP"). The general partner of Blackstone Holdings III GP is Blackstone Holdings III GP Management L.L.C. ("Blackstone Holdings III LLC").
- F5Reflects securities directly held by Menes Chee, a director of the Issuer and an officer of The Blackstone Group L.P. ("Blackstone") and/or one of its affiliates. Pursuant to arrangements between Mr. Chee and Blackstone, Mr. Chee is required to transfer to Blackstone any and all compensation received in connection with his directorship for any company Blackstone invests in or advises. Blackstone has designated Blackstone Tactical Opportunities Advisors L.L.C. ("BTOA") as the entity to receive the securities described herein. BTOA is an indirect subsidiary of Blackstone.
- F6Reflects securities directly held by GSO Aiguille des Grands Montets Fund II LP ("Aiguille Fund"). GSO Capital Partners LP ("GSO Partners") is the investment manager of Aiguille Fund. GSO Advisor Holdings L.L.C. ("GSO Holdings") is the special limited partner of GSO Partners with the investment and voting power over the securities beneficially owned by GSO Partners. Blackstone Holdings I L.P. ("Blackstone Holdings I") is the sole member of GSO Holdings. Blackstone Holdings I/II GP Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings I.
- F7Reflects securities directly held by GSO COF III AIV-5 LP ("GSO AIV-5"). GSO Capital Opportunities Associates III LLC ("GSO III LLC") is the general partner of GSO AIV-5.
- F8Reflects securities directly held by GSO COF III Co-Investment AIV-5 LP ("GSO COF AIV-5"). GSO COF III Co-Investment Associates LLC ("GSO COF AIV-5 LLC") is the general partner of GSO COF AIV-5.
- F9Reflects securities directly held by GSO Co-Investment Fund-D LP ("GSO D"). GSO Co-Investment Fund-D Associates LLC ("GSO D LLC") is the general partner of GSO D.