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Section 1: SC 13D/A (SC 13D/A)

SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

 

 

FGL Holdings

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G3402M 102

(CUSIP Number)

 

John G. Finley

The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

(212) 583-5000

 

Marisa Beeney

GSO Capital Partners LP

345 Park Avenue

New York, NY 10154

(212) 503-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 5, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

*

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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

CFS Holdings (Cayman), L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

15,316,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

15,316,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,316,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.9%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

CFS Holdings II (Cayman), L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

22,500,000

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

22,500,000

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,500,000

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.2%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

CFS Holdings (Cayman) Manager L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

37,816,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

37,816,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,816,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

37,816,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

37,816,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,816,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings III L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Quebec, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

37,816,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

37,816,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,816,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings III GP L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

37,816,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

37,816,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,816,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings III GP Management L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

37,816,406

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

37,816,406

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,816,406

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Aiguille des Grands Montets Fund II LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

142,111

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

142,111

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,111

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO COF III AIV-5 LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

4,147,302

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

4,147,302

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,147,302

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO COF III Co-Investment AIV-5 LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

1,442,118

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

1,442,118

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,442,118

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Co-Investment Fund-D LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

50,912

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

50,912

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

50,912

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Credit Alpha Fund LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

165,079

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

165,079

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

165,079

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Churchill Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

52,541

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

52,541

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

52,541

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Credit-A Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

113,921

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

113,921

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

113,921

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Harrington Credit Alpha Fund (Cayman) L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands, British West Indies

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

24,016

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

24,016

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,016

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Capital Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

142,111

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

142,111

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,111

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Advisor Holdings L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

142,111

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

142,111

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,111

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Capital Opportunities Associates III LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

4,147,302

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

4,147,302

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,147,302

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO COF III Co-Investment Associates LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

1,442,118

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

1,442,118

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,442,118

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Co-Investment Fund-D Associates LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

50,912

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

50,912

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

50,912

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Credit Alpha Associates LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

165,079

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

165,079

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

165,079

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Churchill Associates LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

52,541

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

52,541

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

52,541

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Credit-A Associates LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

113,921

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

113,921

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

113,921

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Harrington Credit Alpha Associates L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

24,016

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

24,016

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,016

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

GSO Holdings I L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

5,995,889

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

5,995,889

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,995,889

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings I L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

142,111

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

142,111

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,111

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings II L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

5,995,889

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

5,995,889

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,995,889

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Holdings I/II GP Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

6,138,000

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

6,138,000

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,138,000

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.8%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

The Blackstone Group L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

43,966,894

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

43,966,894

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,966,894

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Blackstone Group Management L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

43,966,894

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

43,966,894

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,966,894

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Stephen A. Schwarzman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

43,966,894

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

43,966,894

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,966,894

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

Bennett J. Goodman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

0

     8     

SHARED VOTING POWER

 

6,138,000

     9     

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

6,138,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,138,000

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.8%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN


SCHEDULE 13D

CUSIP No. G3402M102

 

  1  

NAMES OF REPORTING PERSONS

 

J. Albert Smith III

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

SOLE VOTING POWER

 

0

     8     

SHARED VOTING POWER

 

0

     9     

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN


Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Ordinary Shares (as defined below) of the Issuer (as defined below) and amends the initial statement on Schedule 13D filed on December 11, 2017 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to the ordinary shares, par value of $0.0001 per share (“Ordinary Shares”), of FGL Holdings, an exempted company incorporated and existing under the laws of the Cayman Islands (“Issuer”). The principal executive offices of the Issuer are located at Boundary Hall, Cricket Square, 4th Floor, Grand Cayman, Cayman Islands.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by the following:

On September 6, 2018, the Issuer announced an offer (the “Exchange Offer”) to exchange any and all of its outstanding Warrants for exchange consideration consisting of 0.11 Ordinary Shares and $0.98 in cash, without interest, per Warrant (the “Exchange Consideration”). The offer period closed at midnight at the end of the day on October 4, 2018. Pursuant to the Exchange Offer, CFS 1 exchanged the 6,250,000 Warrants it held for the Exchange Consideration. The Exchange Offer closed on October 9, 2018.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Calculations of the percentage of Ordinary Shares beneficially owned assumes that there are a total of 221,561,070 Ordinary Shares outstanding as of October 5, 2018, based on: (i) 214,370,000 Ordinary Shares outstanding as of September 5, 2018, as reported by the Issuer in its Schedule TO-I filed on September 6, 2018, and (b) the issuance by the Issuer of 7,191,070 Ordinary Shares as Exchange Consideration in connection with the Exchange Offer, as reported by the Issuer in its Schedule TO-I/A filed on October 5, 2018.

The aggregate number and percentage of Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, 15,316,406 Ordinary Shares are directly held by CFS 1, 22,500,000 Ordinary Shares are directly held by CFS 2, 142,111 Ordinary Shares are directly held by Aiguille Fund, 4,147,302 Ordinary Shares are directly held by GSO AIV-5, 1,442,118 Ordinary Shares are directly held by GSO COF AIV-5, 50,912 Ordinary Shares are directly held by GSO D, 165,079 Ordinary Shares are directly held by GSO Alpha, 52,541 Ordinary Shares are directly held by GSO Churchill, 113,921 Ordinary Shares are directly held by GSO Credit-A, and 24,016 Ordinary Shares are directly held by GSO Harrington.

Additionally, Menes Chee, an employee of Blackstone and/or one of its affiliates and a director of the Issuer, holds 12,488 restricted stock units of the Issuer, which vest on December 31, 2018. 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. As such, each of Blackstone, Blackstone Group Management L.L.C. and Stephen A. Schwarzman may be deemed to beneficially own the shares beneficially owned by BTOA.


CFS Cayman Manager is the general partner of CFS 1 and CFS 2. The managing member of CFS Cayman Manager is BTO Cayman. The controlling shareholder of BTO Cayman is Blackstone Holdings III. The general partner of Blackstone Holdings III is Blackstone Holdings III GP. The general partner of Blackstone Holdings III GP is Blackstone Holdings III LLC. The sole member of Blackstone Holdings III LLC is Blackstone.

GSO Partners is the investment manager of Aiguille Fund. 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 is the sole member of GSO Holdings.

GSO III LLC is the general partner of GSO AIV-5. GSO COF AIV-5 LLC is the general partner of GSO COF AIV-5. GSO D LLC is the general partner of GSO D. GSO Alpha LLC is the general partner of GSO Alpha. GSO Churchill LLC is the general partner of GSO Churchill. GSO Credit-A LLC is the general partner of GSO Credit-A. GSO Harrington LLC is the general partner of GSO Harrington. 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 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 each of Blackstone Holdings I and Blackstone Holdings II. Blackstone is the controlling shareholder of Blackstone Holdings I/II GP.

The general partner of Blackstone is Blackstone Management. Blackstone Management is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Mr. 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.

Each such Reporting Person may be deemed to beneficially own the Ordinary Shares beneficially owned by the Blackstone Funds and/or the GSO Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds and GSO Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and each of the Reporting Persons expressly disclaims beneficial ownership of such Ordinary Shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Section 13(d) of the Act.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in the past 60 days in Ordinary Shares.

(d) To the best knowledge of the Reporting Persons, except as set forth herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Effective as of June 30, 2018, J. Albert Smith III stepped down as an executive of GSO Holdings I L.L.C. and GSO Capital Partners LP and therefore was no longer deemed to be a beneficial owner of the securities held by the GSO Funds.


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by the following:

On September 5, 2018, the GSO Funds executed a tender offer consent in respect of the Warrants (the “Warrant Tender Offer Consent”), pursuant to which the GSO Funds consented to the Issuer’s consummation of a tender offer for its outstanding Warrants, subject to certain restrictions. The foregoing description is qualified in its entirety by the Warrant Tender Offer Consent, which is attached hereto as Exhibit L.

On September 4, 2018, the GSO Funds executed a dividend payment consent (the “Dividend Consent”), pursuant to which the GSO Funds consented to the Issuer’s payment of a regular quarterly dividend on the Ordinary Shares, subject to certain restrictions. Notwithstanding the above, any dividend payment to be made by the Issuer is subject to prior approval by the Board. The foregoing description is qualified in its entirety by the Dividend Consent, which is attached hereto as Exhibit M.

The information set forth in Item 5 hereof is hereby incorporated by reference into this Item 6.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by the following:

 

Exhibit L

   Warrant Tender Offer Consent, dated September 5, 2018, by and among the Issuer, GSO COF III AIV-5 LP, GSO COF III Co-Investment AIV-5 LP, GSO Co-Investment Fund-D LP, GSO Credit Alpha Fund LP, GSO Aiguille des Grands Montets Fund II LP, GSO Churchill Partners LP, GSO Credit-A Partners LP and GSO Harrington Credit Alpha Fund (Cayman) L.P.

Exhibit M

   Dividend Consent, dated September 4, 2018, by and among GSO COF III AIV-5 LP, GSO COF III Co-Investment AIV-5 LP, GSO Co-Investment Fund-D LP, GSO Credit Alpha Fund LP, GSO Aiguille des Grands Montets Fund II LP, GSO Churchill Partners LP, GSO Credit-A Partners LP and GSO Harrington Credit Alpha Fund (Cayman) L.P.


SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 11, 2018

 

THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

GSO HOLDINGS I L.L.C.
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP Inc., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP Inc., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

GSO ADVISOR HOLDINGS L.L.C.
By: Blackstone Holdings I L.P., its sole member
By: Blackstone Holdings I/II GP Inc., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer


BLACKSTONE HOLDINGS I/II GP INC.
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE GROUP MANAGEMENT L.L.C.
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE HOLDINGS III L.P.
By: Blackstone Holdings III GP L.P., its general partner
By: Blackstone Holdings III GP Management L.L.C., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE HOLDINGS III G.P. L.P.
By: Blackstone Holdings III GP Management L.L.C., its general partner
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

BLACKSTONE TACTICAL OPPORTUNITIES LR ASSOCIATES-B (CAYMAN) LTD.
By: Blackstone Capital Partners Holdings Director L.L.C., its director
By:   /s/ John G. Finley
Name:   John G. Finley
Title:   Chief Legal Officer

 

STEPHEN A. SCHWARZMAN

/s/ Stephen A. Schwarzman


GSO AIGUILLE DES GRANDS MONTETS FUND II LP
By: GSO Capital Partners LP as Attorney-in-Fact
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO COF III AIV-5 LP
By: GSO Capital Opportunities Associates III LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO COF III CO-INVESTMENT AIV-5 LP
By: GSO COF III Co-Investment Associates LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CO-INVESTMENT FUND-D LP
By: GSO Co-Investment Fund-D Associates LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CREDIT ALPHA FUND LP
By: GSO Credit Alpha Associates LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CHURCHILL PARTNERS LP
By: GSO Churchill Associates LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory


GSO CREDIT-A PARTNERS LP
By: GSO Credit-A Associates LLC, its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P.
By: GSO Harrington Credit Alpha Associates L.L.C., its general partner
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CAPITAL PARTNERS LP
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CAPITAL OPPORTUNITIES ASSOCIATES III LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO COF III CO-INVESTMENT ASSOCIATES LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CO-INVESTMENT FUND-D ASSOCIATES LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CREDIT ALPHA ASSOCIATES LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory


GSO CHURCHILL ASSOCIATES LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO CREDIT-A ASSOCIATES LLC
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

GSO HARRINGTON CREDIT ALPHA ASSOCIATES L.L.C.
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Authorized Signatory

 

BENNETT J. GOODMAN
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Attorney-in-Fact

 

J. ALBERT SMITH III
By:   /s/ Marisa Beeney
Name:   Marisa Beeney
Title:   Attorney-in-Fact


CFS HOLDINGS (CAYMAN) MANAGER L.L.C.
By:   /s/ Menes O. Chee
Name:   Menes O. Chee
Title:   Manager

 

CFS HOLDINGS II (CAYMAN), L.P.
By: CFS Holdings (Cayman) Manager L.L.C., its general partner
By:   /s/ Menes O. Chee
Name:   Menes O. Chee
Title:   Manager

 

CFS HOLDINGS (CAYMAN), L.P.
By: CFS Holdings (Cayman) Manager L.L.C., its general partner
By:   /s/ Menes O. Chee
Name:   Menes O. Chee
Title:   Manager

[FGL Holdings – Schedule 13D/A]

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Section 2: EX-99.L (EXHIBIT L)

Exhibit L

EXHIBIT L

September 5, 2018

FGL Holdings

1701 Village Center Circle

Las Vegas, Nevada 89134

Attention: Secretary

Re: Warrant Tender Offer

The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the Company’s consummation of a tender offer for its outstanding warrants, with the sole consideration payable by the Company to be a combination of Ordinary Shares and Cash (the “Consideration”) subject to the terms and conditions set forth below, as further described in the Company’s Offer to Exchange to be filed on or around September 5, 2018 with the Securities and Exchange Commission on Schedule TO, in substantially the form attached as Exhibit A hereto (the “Tender Offer”); provided that the Company shall (a) not make any changes or amendments to the form of Schedule TO attached as Exhibit A which describe or relate to the GSO Parties, or their holdings in the Company, without the prior written consent of the GSO Parties and (b) provide the GSO Parties a reasonable opportunity to comment on any other proposed changes or amendments to the Schedule TO from the form attached as Exhibit A; provided, further, that in no case shall the aggregate total of Cash used as Consideration paid to holders of the outstanding warrants in the Tender Offer exceed the lesser of (i) 50% of the total Consideration paid for all outstanding warrants in the Tender Offer (which, for the avoidance of doubt, shall include the fair market value (as defined in the Offer to Exchange) of the Ordinary Shares as of the date the Tender Offer is filed), and (ii) $80,000,000. Any outstanding balance of Consideration shall be paid in Ordinary Shares. For purposes of this consent, (a) “Cash” means any cash and cash equivalents (including marketable securities and short-term investments which are readily convertible into cash without incurring any premium or penalty) calculated on a basis consistent with the preparation of the Company’s financial statements and (b) “Ordinary Shares” means the ordinary shares in the capital of the Company, par value $0.0001 per share. Nothing contained herein shall be deemed to constitute a consent with respect to any other transaction other than the Tender Offer.

[Signature page follows]


Sincerely,

 

GSO COF III AIV-5 LP

By: GSO Capital Opportunities Associates III LLC,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO COF III Co-Investment AIV-5 LP

By: GSO COF III Co-Investment Associates LLC,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO CO-INVESTMENT FUND-D LP

By: GSO Co-Investment Fund-D Associates LLC,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO CREDIT ALPHA FUND LP

By: GSO Credit Alpha Associates LLC,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory


GSO AIGUILLE DES GRANDS MONTETS

FUND II LP

By: GSO Capital Partners LP,

its attorney-in-fact

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO CHURCHILL PARTNERS LP

By: GSO Churchill Associates LLC,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO CREDIT-A PARTNERS LP

By: GSO Capital Partners LP,

its investment manager

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P.

By: GSO Harrington Credit Alpha Associates L.L.C.,

its general partner

By:

 

/s/ Marisa J. Beeney

Name:

  Marisa J. Beeney

Title:

  Authorized Signatory

 

3

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Section 3: EX-99.M (EXHIBIT M)

Exhibit M

Exhibit M

September 4, 2018

FGL Holdings

1701 Village Center Circle

Las Vegas, Nevada 89134

Attention: Secretary

Re: Quarterly Dividend Payment

The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the commencement and future payment of a regular quarterly dividend payment of $0.01 per share on the Company’s Ordinary Shares (the “Dividend”); provided, however, that the aggregate dividend payment on the Company’s Ordinary Shares shall not exceed $12,000,000 in any period of twelve consecutive months; provided, further, that upon a Change of Control (as defined in the Certificate of Designations of Series A Cumulative Convertible Preferred Shares of the Company), this consent to the payment of the Dividend, and any other dividend, shall immediately and automatically be revoked. Nothing contained herein shall be deemed to constitute a consent with respect to any other transaction other than the Dividend.

* * *


Sincerely,

 

GSO COF III AIV-5 LP

By: GSO Capital Opportunities Associates III LLC,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

GSO COF III Co-Investment AIV-5 LP

By: GSO COF III Co-Investment Associates LLC,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

 

GSO CO-INVESTMENT FUND-D LP

By: GSO Co-Investment Fund-D Associates LLC,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

GSO CREDIT ALPHA FUND LP

By: GSO Credit Alpha Associates LLC,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

[Signature Page to Quarterly Dividend Payment Consent]


GSO AIGUILLE DES GRANDS MONTETS FUND II LP

By: GSO Capital Partners LP,

its attorney-in-fact

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

GSO CHURCHILL PARTNERS LP

By: GSO Churchill Partners LLC,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

 

GSO CREDIT-A PARTNERS LP

By: GSO Capital Partners LP,

its investment manager

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P.

By: GSO Harrington Credit Alpha Associates L.L.C.,

its general partner

By:   /s/ Marisa J. Beeney
  Name: Marisa J. Beeney
  Title: Authorized Signatory

 

[Signature Page to Quarterly Dividend Payment Consent]

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