DES
MOINES, Iowa, Jan. 16,
2024 /PRNewswire/ -- F&G Annuities & Life,
Inc. (NYSE: FG) ("F&G or the Company") today announced the
closing of a $250 million preferred
stock investment from parent Fidelity National Financial, Inc.
("FNF"). F&G intends to use net proceeds from the
investment to support the growth of its insurance company
subsidiaries.
Under the terms of the agreement, FNF has agreed to invest
$250 million in exchange for
5,000,000 shares of F&G's 6.875% Series A Mandatory Convertible
Preferred Stock, par value $0.001 per
share (the "Mandatory Convertible Preferred Stock"). Each share of
Mandatory Convertible Preferred Stock will have a liquidation
preference of $50.00 per share.
Unless earlier converted at the option of the holder, each
outstanding share of the Mandatory Convertible Preferred Stock will
automatically convert into shares of common stock of F&G on
January 15, 2027 (the "Mandatory
Conversion Date"). Upon conversion on the Mandatory Conversion
Date, the conversion rate for each share of the Mandatory
Convertible Preferred Stock will be no more than 1.1111 shares of
common stock and no less than 0.9456 shares of common stock per
share of Mandatory Convertible Preferred Stock, depending on the
value of F&G's common stock.
The offer and sale of the foregoing securities were made in a
private placement pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act") and/or Rule 506(b) of Regulation D promulgated
thereunder. These securities have not been registered under
the Securities Act or applicable state securities laws.
Accordingly, neither the Mandatory Convertible Preferred Stock, nor
the common stock into which the Mandatory Convertible Preferred
Stock is convertible, may be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
registration requirements.
The agreement was negotiated pursuant to market terms and
pricing by a Special Committee of F&G's Board of Directors
comprised of independent members of the Board ("the Special
Committee"), in consultation with Barclays serving as independent
financial advisor, as well as Sullivan & Cromwell LLP serving
as independent legal counsel.
This press release is for informational purposes only and is not
intended to and shall not constitute an offer to sell, or the
solicitation of an offer to sell or the solicitation of an offer to
buy, any securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
About F&G
F&G Annuities and Life, Inc. is committed to helping
Americans turn their aspirations into reality. F&G is a leading
provider of insurance solutions serving retail annuity and life
customers and institutional clients and is headquartered in
Des Moines, Iowa. For more
information, please visit fglife.com.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that are
subject to known and unknown risks and uncertainties, many of which
are beyond our control. Some of the forward-looking statements can
be identified by the use of terms such as "believes", "expects",
"may", "will", "could", "seeks", "intends", "plans", "estimates",
"anticipates" or other comparable terms. Statements that are not
historical facts, including statements regarding our expectations,
hopes, intentions or strategies regarding the future are
forward-looking statements. Forward-looking statements are based on
management's beliefs, as well as assumptions made by, and
information currently available to, management. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected. We undertake no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. The risks
and uncertainties which forward-looking statements are subject to
include, but are not limited to: the potential impact of the
consummation of the investment by FNF in F&G on relationships,
including with employees, suppliers, customers and competitors; the
use of proceeds from the investment by FNF; our ability to
successfully realize the anticipated benefits of the investment;
general economic conditions and other factors, including prevailing
interest and unemployment rate levels and stock and credit market
performance; natural disasters, public health crises, international
tensions and conflicts, geopolitical events, terrorist acts, labor
strikes, political crisis, accidents and other events;
concentration in certain states for distribution of our products;
the impact of interest rate fluctuations; equity market volatility
or disruption; the impact of credit risk of our counterparties;
changes in our assumptions and estimates regarding amortization of
our deferred acquisition costs, deferred sales inducements and
value of business acquired balances; regulatory changes or actions,
including those relating to regulation of financial services
affecting (among other things) underwriting of insurance products
and regulation of the sale, underwriting and pricing of products
and minimum capitalization and statutory reserve requirements for
insurance companies, or the ability of our insurance subsidiaries
to make cash distributions to us; and other factors discussed in
"Risk Factors" and other sections of F&G's Form 10-K and other
filings with the Securities and Exchange Commission (SEC).
Contact:
Lisa Foxworthy-Parker
SVP of Investor & External Relations
Investor.relations@fglife.com
515.330.3307
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SOURCE F&G Annuities & Life, Inc.
