FGL Holdings Exchange Offer for Warrants

Davis Polk advised the financial advisor to FGL Holdings in connection with an offer to exchange any and all of its outstanding warrants. A total of 65,373,565 warrants, each for 0.11 ordinary shares of FGL Holdings (the “Exchange Shares”) and $0.98 in cash were tendered. FGL Holdings will issue an aggregate of 7,191,070 Exchange Shares, representing approximately 3.4% of the ordinary shares outstanding after such issuance, and will pay an aggregate amount of approximately $64.1 million in cash, in exchange for the warrants tendered. The settlement of the exchange offer occurred on October 9, 2018.

FGL Holdings, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company is a leading provider of annuity and life insurance products. FGL Holdings, domiciled in the Cayman Islands, trades on the New York Stock Exchange under the ticker symbol “FG.”

The Davis Polk corporate team included partner Shane Tintle and associate Rahim Manji. Partner Michael Farber and associate Catherine L. Chu provided tax advice. All members of the Davis Polk team are based in the New York office.