Sec Form 13D Filing - Blackstone Holdings III L.P. @ FGL Holdings

Sec Form 13D Filing - Blackstone Holdings III L.P. filing for FGL Holdings (FG) - 2020-02-10

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

FGL Holdings

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G3402M 102

(CUSIP Number)

John G. Finley

The Blackstone Group Inc.

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)

February 7, 2020

(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

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

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

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

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

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		0;CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE 13D

CUSIP No. G3402M102


1		NAMES OF REPORTING P ERSONS 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

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

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

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

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

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

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

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)&#x A0; ☒ (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

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

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

SCHEDULE 13D

CUSIP No. G3402M102


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C. (f/k/a 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

SCHEDULE 13D

CUSIP No. G3402M102


1		NAMES OF REPORTING PERSONS The Blackstone Group Inc. (f/k/a 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

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

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

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

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends the initial statement on Schedule 13D filed on December 11, 2017, as amended by Amendment No.1 filed on October 5, 2018 (as amended by Amendment No. 1, the “Schedule 13D”). This Amendment No. 2 reflects, among other things, the conversion of The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation named The Blackstone Group Inc., and the conversion of Blackstone Holdings I/II GP Inc., a Delaware corporation, into a Delaware limited liability company named Blackstone Holdings I/II GP L.L.C., each of which became effective on July 1, 2019. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed on behalf of:

(i)

CFS Holdings (Cayman), L.P., which is a Cayman Islands limited partnership (“CFS I”), and CFS Holdings (Cayman) II, L.P., which is a Cayman Islands limited partnership (“CFS 2”, and collectively with CFS I, the “Blackstone Funds”);

(ii)

CFS Holdings (Cayman) Manager L.L.C., which is a Cayman exempted company (“CFS Cayman Manager”); Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd., which is a Cayman Islands exempted company (“BTO Cayman”); Blackstone Holdings III L.P., which is a limited partnership formed in Quebec, Canada (“Blackstone Holdings III”); Blackstone Holdings III GP L.P., which is a Delaware limited partnership (“Blackstone Holdings III GP”); Blackstone Holdings III GP Management L.L.C., which is a Delaware limited liability company (“Blackstone Holdings III LLC”, and collectively, with CFS Cayman Manager, BTO Cayman, Blackstone Holdings III, Blackstone Holdings III GP, Blackstone Holdings III LLC and the Blackstone Funds, the “Blackstone Entities”, and the Blackstone Entities together with the Blackstone Topco Entities (as defined below), the “Blackstone Persons”);

(iii)

GSO Aiguille des Grands Montets Fund II LP, which is an Ontario, Canada limited partnership (“Aiguille Fund”), GSO COF III AIV-5 LP, which is a Cayman Islands limited partnership (“GSO AIV-5”); GSO COF III Co-Investment AIV-5 LP, which is a Cayman Islands limited partnership (“GSO COF AIV-5”); GSO Co-Investment Fund-D LP, which is a Delaware limited partnership (“GSO D”); GSO Credit Alpha Fund LP, which is a Delaware limited partnership (“GSO Alpha”); GSO Churchill Partners LP, which is a Cayman Islands limited partnership (“GSO Churchill”); GSO Credit-A Partners LP, which is a Delaware limited partnership (“GSO Credit-A”); GSO Harrington Credit Alpha Fund (Cayman) L.P., which is a Cayman Islands limited partnership (“GSO Harrington”, collectively, with Aiguille Fund, GSO AIV-V, GSO COF AIV-5, GSO D, GSO Alpha, GSO Churchill and GSO Credit-A, the “GSO Funds”);

(iv)

GSO Advisor Holdings L.L.C., which is a Delaware limited liability company (“GSO Holdings”), Blackstone Holdings I L.P., which is a Delaware limited partnership (“Blackstone Holdings I”), Blackstone Holdings II L.P., which is a Delaware limited partnership (“Blackstone Holdings II”), and Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II GP Inc.), which is a Delaware limited liability company (“Blackstone Holdings I/II GP”, and collectively, GSO Holdings, Blackstone Holdings I and Blackstone Holdings II, the “Blackstone Holdings Entities”);

(v)

GSO Capital Partners LP, which is a Delaware limited partnership (“GSO Partners”), GSO Capital Opportunities Associates III LLC, which is a Delaware limited liability company (“GSO III LLC”), GSO COF III Co-Investment Associates LLC, which is a Delaware limited liability company (“GSO COF AIV-5 LLC”), GSO Co-Investment Fund-D Associates LLC, which is a Delaware limited liability company (“GSO D LLC”), GSO Credit Alpha Associates LLC, which is a Delaware limited liability company (“GSO Alpha LLC”), GSO Churchill Associates LLC, which is a Delaware limited liability company (“GSO Churchill LLC”), GSO Credit-A Associates LLC, which is a Delaware limited liability company (“GSO Credit-A LLC”), GSO Harrington Credit Alpha Associates L.L.C., which is a Delaware limited liability company (“GSO Harrington LLC”), GSO Holdings I L.L.C., which is a Delaware limited liability company (“GSO Holdings I”, and collectively, with GSO Partners, GSO III LLC, GSO COF AIV-5 LLC, GSO D LLC, GSO Alpha LLC, GSO Churchill LLC, GSO Credit-A LLC, GSO Harrington LLC, the GSO Funds and the Blackstone Holdings Entities, the “GSO Entities”);

(vi)

The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.), a Delaware corporation (“Blackstone”); and Blackstone Group Management L.L.C., which is a Delaware limited liability company (“Blackstone Management” and collectively, with Blackstone, the “Blackstone Topco Entities”);

(vii)

Stephen A. Schwarzman, who is a United States citizen; and

(viii)

Bennett J. Goodman, who is a United States citizen.

The principal business address of each of the Blackstone Entities, the Blackstone Holdings Entities, the Blackstone Topco Entities and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, NY 10154. The principal business address of each of the GSO Entities, other than the Blackstone Holdings Entities, and Mr. Goodman is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New York 10154.

Information regarding each director and executive officer of The Blackstone Group Inc. is set forth on Schedule 1 attached hereto.

(c) The principal business of CFS 1 is performing the functions of owning securities of the Issuer. The principal business of CFS 2 is performing the functions of owning securities of the Issuer. The principal business of CFS Cayman Manager is performing the functions of, and serving as, the general partner of CFS 1 and CFS 2. The principal business of BTO Cayman is performing the functions of, and serving as, the managing member of CFS Cayman Manager. The principal business of Blackstone Holdings III is performing the functions of, and serving as, the controlling shareholders of BTO Cayman and as the managing member (or similar position) and member or equity holder in other affiliated Blackstone entities. The principal business of Blackstone Holdings III GP is performing the functions of, and serving as, the general partner of Blackstone Holdings III and other affiliated Blackstone entities. The principal business of Blackstone Holdings III LLC is performing the functions of, and serving as, the general partner of Blackstone Holdings III GP and other affiliated Blackstone entities.

The principal business of the GSO Funds is investing in both public and private non-investment grade and non-rated securities, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments. The principal business of GSO Partners is serving as the investment manager or adviser of the GSO Funds and other affiliated entities. The principal business of GSO Holdings is performing the functions of, and serving as, the special limited partner of GSO Partners with the investment and voting power over the securities beneficially owned by GSO Partners. The principal business of Blackstone Holdings I is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in each of GSO Holdings I and GSO Holdings and other affiliated Blackstone entities. The principal business of Blackstone Holdings II is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in GSO Holdings I and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I, Blackstone Holdings II and other affiliated Blackstone entities.

The principal business of Blackstone is performing the functions of, and serving as, the sole member of Blackstone Holdings III LLC, Blackstone Holdings I/II GP, and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Management is performing the functions of, and serving as, the sole holder of the Class C common stock of Blackstone. The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone and Blackstone Management.

(d) During the last five years, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule 1 attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule 1 attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented as follows:

Merger Agreement

On February 7, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fidelity National Financial, Inc., a Delaware corporation (“Parent”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub I”), and F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub II”), pursuant to which, among other things, Parent has agreed to acquire, subject to the terms and conditions of the Merger Agreement, all of the outstanding Ordinary Shares in exchange for $12.50 per Ordinary Share payable in cash, common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”), or a combination of cash and Parent Common Stock (the “Merger”).

Series A Preferred Share Purchase Agreement

Simultaneously, and in connection with, the execution of the Merger Agreement, Parent entered into a Series A Preferred Share Purchase Agreement, dated as of February 7, 2020 (the “Series A Preferred Share Purchase Agreement”), with 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. (the “Series A Selling Stockholders”), pursuant to which Parent has agreed to acquire, subject to the terms and conditions of the Series A Preferred Share Purchase Agreement, all of the Series A Cumulative Convertible Preferred Shares of the Issuer held by the Series A Selling Stockholders in exchange for cash in an amount equal to the Liquidation Preference (as defined in the Series A Certificate of Designation) in respect of such Series A Cumulative Convertible Preferred Shares as of the closing of the transactions contemplated by the Merger Agreement.

Voting Agreements

Simultaneously, and in connection with, the execution of the Merger Agreement, Issuer and Parent entered into voting agreements, dated as of February 7, 2020 (the “Voting Agreements”), with CFS Holdings (Cayman) L.P. and CFS Holdings II (Cayman) L.P. (the “Ordinary Shares Selling Stockholders”) and the Series A Selling Stockholders (together, the “Voting Stockholders”). Subject to the terms and conditions set forth in the Voting Agreements, the Voting Stockholders have agreed to vote those Ordinary Shares, and the Series A Selling Stockholders have agreed to give their consent with respect to the Series A Preferred Shares, of which they have beneficial ownership in favor of the adoption of the Merger Agreement and against any action or agreement that is recommended against by the Company Special Committee and that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger

Agreement. The Voting Agreements terminate upon the earlier of (i) the Outside Termination Date set forth in the Merger Agreement, being November 7, 2020 (as may be extended pursuant to the terms of the Merger Agreement), (ii) the closing of the transactions contemplated by the Merger Agreement, (iii) the termination of the Merger Agreement in accordance with its terms, (iv) with respect to any Voting Stockholder, the mutual written agreement of such Voting Stockholder and Parent, and (v) with respect to any Voting Stockholder, on the provision of written notice by such Voting Stockholder within 10 business days of any amendment to the Merger Agreement that (A) would require approval of the holders of Ordinary Shares and (B)&#x A0;is an amendment that has certain adverse effects specified in the Voting Agreements on the Voting Stockholder, such that the Voting Stockholder would not be required to vote in favor of the adoption of the Merger Agreement.

The purpose of the transactions contemplated by the Merger Agreement, Series A Preferred Share Purchase Agreement and Voting Agreements is to combine the business of the Issuer with the business of Parent.

The transactions contemplated by the Merger Agreement, Series A Preferred Share Purchase Agreement and Voting Agreements will, if consummated in accordance with their terms, result in certain or all of the actions contemplated by subparagraphs (a)-(j) of Item 4 of Schedule 13D, including, without limitation, (i) an extraordinary corporate transaction of the Issuer, (ii) the cessation of existing directors of the Issuer as directors of the Issuer and changes in management of the Issuer, (iii) material changes in the capitalization, dividend policy and corporate structure of the Issuer, (iv) the cessation of the Issuer’s status as a publicly listed company, and (v) termination of the Issuer’s Common Stock registration under the Act.

The forgoing descriptions of the Series A Preferred Share Purchase Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Voting Agreements and the Series A Preferred Share Purchase Agreement, copies of which are filed as Exhibit N, Exhibit O and Exhibit P hereto and are hereby incorporated into this Item 4 by reference.

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 221,660,974 Ordinary Shares outstanding as of November 2, 2019, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 6, 2019.

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, 16,620,850 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, was granted an aggregate of 42,743 restricted stock units of the Issuer (including a grant of 11,927 restricted stock units on January 2, 2020), of which 30,816 have vested. 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 sole member of Blackstone Holdings I/II GP.

The sole holder of the Class C common stock of Blackstone is Blackstone Management. Blackstone Management is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Mr. Schwarzman.

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 or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, 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 January 1, 2020, Bennett J. Goodman 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

The information set forth or incorporated by reference in Item 4 is incorporated by reference in its entirety 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 N		Series A Preferred Share Purchase Agreement, dated as of February 7, 2020, by and among Parent and the Series A Selling Stockholders

Exhibit O		Voting Agreement, dated as of February 7, 2020, by and among Issuer, Parent and the Ordinary Shares Selling Stockholders

Exhibit P		Voting Agreement, dated as of February 7, 2020, by and among Issuer, Parent and the Series A Selling Stockholders

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: February 10, 2020


THE BLACKSTONE GROUP INC.

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 L.L.C., its general partner By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner By: The Blackstone Group Inc., its sole member

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 L.L.C., its general partner By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP L.L.C. By: The Blackstone Group Inc., its sole member

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


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]

SCHEDULE 1

Executive Officers and Directors of The Blackstone Group Inc.

The name and principal occupation of each director and executive officer of The Blackstone Group Inc. are set forth below. The address for each person listed below is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honorable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Michael S. Chae		Chief Financial officer of The Blackstone Group Inc.

John G. Finley		Chief Legal Officer of The Blackstone Group Inc.

Joan Solotar		Senior Managing Director – Head of Private Wealth Solutions and External Relations of The Blackstone Group Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Sir John Antony Hood		President and Chief Executive Officer of the Robertson Foundation and Chair of the Rhodes Trust

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

Jay O. Light		Dean Emeritus, Harvard Business School

The Right Honorable Brian Mulroney		Senior Partner and International Business Consultant for the Montreal law firm, Norton Rose Canada LLP

William G. Parrett		Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

16,620,850

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

16,620,850

SHARED DISPOSITIVE POWER

0