0000899243-17-028446.txt : 20171211 0000899243-17-028446.hdr.sgml : 20171211 20171211164647 ACCESSION NUMBER: 0000899243-17-028446 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171211 DATE AS OF CHANGE: 20171211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Bennett J CENTRAL INDEX KEY: 0001394691 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249951 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith J Albert III CENTRAL INDEX KEY: 0001394690 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249950 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Holdings I LLC CENTRAL INDEX KEY: 0001481157 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249952 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Credit-A Associates LLC CENTRAL INDEX KEY: 0001586810 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249954 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Capital Opportunities Associates III LLC CENTRAL INDEX KEY: 0001700310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249959 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Churchill Associates LLC CENTRAL INDEX KEY: 0001702588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249955 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Co-Investment Fund-D Associates LLC CENTRAL INDEX KEY: 0001724889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249957 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO COF III Co-Investment Associates LLC CENTRAL INDEX KEY: 0001724888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249958 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Credit Alpha Associates LLC CENTRAL INDEX KEY: 0001700304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249956 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Harrington Credit Alpha Associates L.L.C. CENTRAL INDEX KEY: 0001700311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 171249953 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FGL Holdings CENTRAL INDEX KEY: 0001668428 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555515 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CF Corp DATE OF NAME CHANGE: 20160302 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-11-30 0 0001668428 FGL Holdings FG 0001700310 GSO Capital Opportunities Associates III LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001724888 GSO COF III Co-Investment Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001724889 GSO Co-Investment Fund-D Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700304 GSO Credit Alpha Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001702588 GSO Churchill Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001586810 GSO Credit-A Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700311 GSO Harrington Credit Alpha Associates L.L.C. C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001481157 GSO Holdings I LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394690 Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Ordinary Shares 14628906 I See footnotes Ordinary Shares 22500000 I See footnotes Ordinary Shares 142111 I See footnotes Ordinary Shares 4147302 I See footnotes Ordinary Shares 1442118 I See footnotes Ordinary Shares 50912 I See footnotes Ordinary Shares 165079 I See footnotes Ordinary Shares 52541 I See footnotes Ordinary Shares 113921 I See footnotes Ordinary Shares 24016 I See footnotes Warrants 11.50 Ordinary Shares 6250000 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 1061167 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 30968500 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 10768500 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 380167 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 1232667 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 392333 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 850667 I See footnotes Series A Cumulative Convertible Preferred Shares Ordinary Shares 179333 I See footnotes Reflects securities directly held by CFS Holdings (Cayman), L.P. ("CFS 1"). Reflects securities directly held by CFS Holdings II (Cayman), L.P. ("CFS 2"). CFS 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"). Reflects 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. Reflects 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. Reflects 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. Reflects 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. Reflects 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. Reflects securities directly held by GSO Churchill Partners LP ("GSO Churchill"). GSO Churchill Associates LLC ("GSO Churchill LLC") is the general partner of GSO Churchill. Reflects 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 Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. ("GSO Harrington", and collectively, with Aiguille Fund, GSO AIV-V, 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. GSO 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 Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings II. The Blackstone Group L.P. ("Blackstone") is the controlling shareholder of Blackstone Holdings I/II GP and the sole member of Blackstone Holdings III LLC. Blackstone Management is the general partner of Blackstone. Blackstone Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments, at any time commencing 30 days after November 30, 2017. The Warrants will expire on November 30, 2022, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Commencing 10 years after issuance of the Series A Cumulative Preferred Shares (the "Preferred Shares"), and following a failed remarketing event, the GSO Funds will have the right to convert the Preferred Shares into a number of Ordinary Shares as determined by dividing (i) the aggregate liquidation preference (including dividends paid in kind and unpaid accrued dividends) of the Preferred Shares that the GSO Funds wish to convert by (ii) the higher of (a) a 5% discount to the 30-day volume weighted average of the Ordinary Shares following the conversion notice, and (b) the then-current Floor Price. The "Floor Price" will be $8.00 per share during the 11th year post-funding, $7.00 per share during the 12th year post-funding, and $6.00 during the 13th year post-funding and thereafter. The number of Ordinary Shares underlying the Preferred Shares has been calculated using (i) the liquidation preference of the Preferred Shares as of November 30, 2017 and (ii) a Floor Price of $6.00. Series A Preferred Shares do not have a maturity date and are non-callable prior to November 30, 2022. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information 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. Each 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. Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III GSO Capital Opportunities Associates III LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO COF III Co-Investment Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Co-Investment Fund-D Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Credit Alpha Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Churchill Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Credit-A Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Harrington Credit Alpha Associates L.L.C., By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Person 2017-12-11 GSO Holdings I L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2017-12-11 Bennett J. Goodman, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2017-12-11 J. Albert Smith III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2017-12-11 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
Exhibit 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt
Funds Management LLC and each of their affiliates or entities advised by me, GSO
Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds
Management LLC, all documents, certificates, instruments, statements, filings
and agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with any
stock exchange, self-regulatory association, the Commodities Futures Trading
Commission and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act,
including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G
and any amendments to said forms or schedules, in each case, as determined by
such person to be necessary or appropriate. Any such determination shall be
conclusively evidenced by such person's execution, delivery, furnishing and/or
filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.

/s/ BENNETT J. GOODMAN
-----------------------------------------
Bennett J. Goodman
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
Exhibit 24.2

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt
Funds Management LLC and each of their affiliates or entities advised by me, GSO
Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds
Management LLC, all documents, certificates, instruments, statements, filings
and agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with any
stock exchange, self- regulatory association, the Commodities Futures Trading
Commission and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act,
including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G
and any amendments to said forms or schedules, in each case, as determined by
such person to be necessary or appropriate. Any such determination shall be
conclusively evidenced by such person's execution, delivery, furnishing and/or
filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.

/s/ J. ALBERT SMITH III
--------------------------------------
J. Albert Smith III