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Section 1: SC 13G/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 



SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
FGL HOLDINGS
 (Name of Issuer)
 
Ordinary Shares, par value $0.0001 per share
 (Title of Class of Securities)
 
G3402M102
(CUSIP Number)
 
December 31, 2018
 (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).
 

Continued on following pages
Page 1 of 8 Pages
Exhibit Index: Page 7

 
SCHEDULE 13G
 
 
 
 
CUSIP No. G3402M102
 
Page 2 of 8 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
GIC PRIVATE LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 12,691,278
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 12,691,278
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 12,691,278
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.73% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 


(1) Based on 221,561,070 Shares outstanding as of November 5, 2018, according to the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 7, 2018.
 


SCHEDULE 13G
 
 
 
 
CUSIP No. G3402M102
 
Page 3 of 8 Pages


1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 CORAL BLUE INVESTMENT PTE. LTD.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 12,691,278
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 12,691,278
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 12,691,278
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.73% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 

 
(1) Based on 221,561,070 Shares outstanding as of November 5, 2018, according to the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 7, 2018.
 


SCHEDULE 13G
 
 
 
 

 
Page 4 of 8 Pages

 
Item 1(a).
Name of Issuer:
 
FGL Holdings (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

4th Floor Boundary Hall, Cricket Square
Grand Cayman, Cayman Islands KY1-1102

Item 2(a).
Name of Person Filing

GIC Private Limited; and
Coral Blue Investment Pte. Ltd.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of GIC Private Limited and Coral Blue Investment Pte. Ltd.is as follows:

168 Robinson Road
#37-01 Capital Tower
Singapore
068912
Republic of Singapore

Item 2(c).
Citizenship:

GIC Private Limited and Coral Blue Investment Pte. Ltd. are established under the Companies Act of the Republic of Singapore.

Item 2(d).
Title of Class of Securities:
 
Ordinary Shares, par value $0.0001 per share (the “Shares”)
 
Item 2(e).
CUSIP Number:
 
G3402M102

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.
Ownership:

(a - c)  The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have 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, shared power to dispose or direct the disposition, is set forth in the following table:



SCHEDULE 13G
 
 
 
 

 
Page 5 of 8 Pages


   
Number of Shares
   
No. of Securities Beneficially Owned
 
Power to Vote
 
Power to Dispose
   
Reporting Person
   
Sole
 
Shared(1)
 
Sole
 
Shared(1)
 
Percent of Class(2)
GIC Private Limited
 
12,691,278
 
0
 
12,691,278
 
0
 
12,691,278
 
5.73%
Coral Blue Investment Pte. Ltd.
 
12,691,278
 
0
 
12,691,278
 
0
 
12,691,278
 
5.73%


(1)
Coral Blue Investment Pte. Ltd. shares the power to vote and the power to dispose of all such Shares with GIC Private Limited.  The Reporting Persons disclaim membership in a group.


(2)
Based on 221,561,070 Shares outstanding as of November 5, 2018, according to the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 7, 2018.
 
Item 5.
Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

This Item 9 is 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, other than activities solely in connection with a nomination under §240.14a-11.



SCHEDULE 13G
 
 
 
 

 
Page 6 of 8 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 as of January 24, 2019.

  GIC PRIVATE LIMITED  
       

By:
/s/ Celine Loh Sze Ling  
    Name: Celine Loh Sze Ling  
January 24, 2019   Title:    Senior Vice President  
       
  By:
/s/ Toh Tze Meng  
    Name: Toh Tze Meng  
January 24, 2019   Title:    Senior Vice President  

  CORAL BLUE INVESTMENT PTE. LTD.  
       

By:
/s/ Arjun Khullar  
    Name: Arjun Khullar  
January 24, 2019   Title:    Director  
       




SCHEDULE 13G
 
 
 
 

 
Page 7 of 8 Pages

 
EXHIBIT INDEX
 

 
Exhibit
 
Page Number
     
Exhibit A:
Joint Filing Agreement
8

 

 

 


SCHEDULE 13G
 
 
 
 

 
Page 8 of 8 Pages

 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value $0.0001 per share of FGL Holdings dated as of January 24, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 


  GIC PRIVATE LIMITED  
       

By:
/s/ Celine Loh Sze Ling  
    Name: Celine Loh Sze Ling  
January 24, 2019   Title:    Senior Vice President  
       
  By:
/s/ Toh Tze Meng  
    Name: Toh Tze Meng  
January 24, 2019   Title:    Senior Vice President  

  CORAL BLUE INVESTMENT PTE. LTD.  
       

By:
/s/ Arjun Khullar  
    Name: Arjun Khullar
 
January 24, 2019   Title:    Director  
       



 

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