UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Fidelis Insurance Holdings Limited
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
G3398L118
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* 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).
Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview, L.L.C. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
17,014,423 (1) |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
17,014,423 (1) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
17,014,423 (1) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
14.4% |
| 12 |
Type of Reporting Person
CO |
| (1) |
This total represents the 17,014,423 Common Shares, par value $0.01 per share (“Common Shares”) of Fidelis Insurance Holdings Limited (the “Issuer”) that are beneficially owned by Crestview Partners III GP, L.P., Crestview Partners IV GP, L.P. Crestview FIHL Holdings, L.P. (“Crestview FIHL Holdings”), Crestview FIHL TE Holdings, Ltd. (“Crestview FIHL TE”), Crestview IV FIHL Holdings, L.P. (“Crestview IV FIHL”), Crestview IV FIHL TE Holdings, LLC (“Crestview IV FIHL TE”) and Crestview, L.L.C. (“Crestview LLC”) and may be deemed to be beneficially owned by the Reporting Person. |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Partners III GP, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
11,493,953 (1) |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
11,493,953 (1) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
11,493,953 (1) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.75% |
| 12 |
Type of Reporting Person
PN |
| (1) |
This total represents the 11,493,953 Common Shares of the
Issuer that are beneficially owned by Crestview Partners III GP, L.P., Crestview FIHL Holdings and Crestview FIHL TE and may be deemed to be beneficially owned by the Reporting Person. |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview FIHL Holdings, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
10,953,545 |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
10,953,545 |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,953,545 |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.29% |
| 12 |
Type of Reporting Person
PN |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview FIHL TE Holdings, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
540,408 |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
540,408 |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
540,408 |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.5% |
| 12 |
Type of Reporting Person
CO |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Partners IV GP, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o |
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,520,470 (1) |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
5,520,470 (1) |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,520,470 (1) |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
4.68% |
| 12 |
Type of Reporting Person
PN |
| (1) |
This total represents the 5,520,470 Common Shares of the
Issuer that are beneficially owned by Crestview Partners IV GP, L.P., Crestview IV FIHL Holdings, L.P. (“Crestview IV FIHL
Holdings”) and Crestview IV FIHL TE Holdings, Ltd. (“Crestview IV FIHL TE”) and may be deemed to
be beneficially owned by the Reporting Person. |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview IV FIHL Holdings, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,325,263 |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
5,325,263 |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,325,263 |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
4.52% |
| 12 |
Type of Reporting Person
PN |
CUSIP No. G3398L118
13G
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview IV FIHL TE Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a): o
(b): o
|
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
195,207 |
| 7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
195,207 |
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
195,207 |
| 10 |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented
by Amount in Row (9)
0.2% |
| 12 |
Type of Reporting Person
CO |
(a) Name
of Issuer
Fidelis Insurance Holdings Limited, a Bermuda
limited company.
(b) Address
of Issuer’s Principal Executive Offices
Wellesley
House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM08.
(a) Name
of Person Filing
See Item 2(b) below.
(b) Address
of Principal Business Office or, if none, Residence
| (1) | Crestview, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (2) | Crestview Partners III GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (3) | Crestview FIHL Holdings, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (4) | Crestview FIHL TE Holdings, Ltd.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (5) | Crestview Partners IV GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (6) | Crestview IV FIHL Holdings, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
| (7) | Crestview IV FIHL TE Holdings, LLC
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 |
(c) Citizenship
See item 4 on Cover Pages to this
Schedule 13G.
(d) Title
of Class of Securities
Common Shares, par value $0.01 per
share
(e) CUSIP
Number
G3398L118
| 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: |
| (a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(a) Amount
beneficially owned:
Crestview, L.L.C. may be deemed to have beneficial ownership
of the 11,493,953 Common Shares beneficially owned by Crestview Partners III GP, L.P. and the 5,520,470 Common Shares beneficially owned
by Crestview Partners IV GP, L.P.
Crestview Partners III GP, L.P. is the general partner of
investment funds that own Crestview FIHL Holdings, L.P. and Crestview FIHL TE Holdings, Ltd. Crestview Partners III GP, L.P. and such
investment funds may be deemed to have beneficial ownership of the 10,953,545 Common Shares directly owned by Crestview FIHL Holdings,
L.P. and 540,408 Common Shares directly owned by Crestview FIHL TE Holdings, Ltd.
Crestview Partners IV GP, L.P. is the general partner of
investment funds that own Crestview IV FIHL Holdings, L.P. and Crestview IV FIHL TE Holdings, LLC. Crestview Partners IV GP, L.P. and
such investment funds may be deemed to have beneficial ownership of the 5,325,263 Common Shares directly owned by Crestview IV FIHL Holdings,
L.P. and 195,207 Common Shares directly owned by Crestview IV FIHL TE Holdings, LLC.
Crestview, L.L.C. is the general partner of Crestview Partners
III GP, L.P. and Crestview Partners IV GP, L.P.
Daniel Kilpatrick is a member of the Issuer’s board
of directors. Mr. Kilpatrick is a partner of Crestview, L.L.C. and Crestview Advisors, L.L.C., which provides investment advisory and
management services to the investment funds referred to above.
Each reporting person disclaims beneficial ownership of the
reported securities except and to the extent of its pecuniary interest therein.
(b) Percent
of class:
See item 11 on Cover Pages to this Schedule 13G. The percentage
herein is based on 117,914,754 Common Shares outstanding as of September 30, 2023, as reported in the Issuer’s Form 6-K filed November
20, 2023.
(c) Number
of shares as to which such person has:
(i) Sole power
to vote or to direct the vote
See item 5 on Cover Pages to this Schedule 13G.
(ii) Shared power
to vote or to direct the vote
See item 6 on Cover Pages to this Schedule 13G.
(iii) Sole power
to dispose or to direct the disposition of
See item 7 on Cover Pages to this Schedule 13G.
(iv) Shared power
to dispose or to direct the disposition of
See item 8 on Cover Pages to this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
None.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
Not applicable.
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.
Date: February 14, 2024
| |
CRESTVIEW, L.L.C.
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW PARTNERS III GP, L.P.
By: Crestview, L.L.C., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW FIHL HOLDINGS, L.P.
By: Crestview FIHL GP, Ltd., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW FIHL TE HOLDINGS, LTD.
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW PARTNERS IV GP, L.P.
By: Crestview, L.L.C., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW IV FIHL HOLDINGS, L.P.
By: Crestview IV FIHL Holdings GP, LLC, its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW IV FIHL TE HOLDINGS, LLC
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
|
EXHIBIT 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including
amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Fidelis Insurance Holdings Limited, a Bermuda limited
company, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated
by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement this February 14, 2024.
| |
CRESTVIEW, L.L.C.
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW PARTNERS III GP, L.P.
By: Crestview, L.L.C., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW FIHL HOLDINGS, L.P.
By: Crestview FIHL GP, Ltd., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW FIHL TE HOLDINGS, LTD.
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW PARTNERS IV GP, L.P.
By: Crestview, L.L.C., its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW IV FIHL HOLDINGS, L.P.
By: Crestview IV FIHL Holdings GP, LLC, its general partner
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
CRESTVIEW IV FIHL TE HOLDINGS, LLC
By: /s/Ross A. Oliver
Name: Ross A. Oliver
Title: General Counsel
|
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