F&G Annuities & Life Reports Unregistered Equity Sale, Bylaw Changes

Ticker: FGN · Form: 8-K · Filed: Jan 16, 2024 · CIK: 1934850

F&G Annuities & Life, Inc. 8-K Filing Summary
FieldDetail
CompanyF&G Annuities & Life, Inc. (FGN)
Form Type8-K
Filed DateJan 16, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.001, $250 million, $50.00
Sentimentmixed

Complexity: moderate

Sentiment: mixed

Topics: equity-sale, bylaw-amendment, shareholder-rights, governance

TL;DR

**F&G Annuities & Life just made unregistered equity sales and changed bylaws, watch for ownership shifts.**

AI Summary

F&G Annuities & Life, Inc. filed an 8-K on January 12, 2024, to report an unregistered sale of equity securities, material modifications to security holder rights, and amendments to its bylaws. This filing indicates potential changes in the company's ownership structure or governance, which could impact existing shareholders by diluting their ownership or altering their voting power. Investors should pay close attention to the specifics of these changes as they could affect the stock's value and future corporate decisions.

Why It Matters

This filing signals potential shifts in F&G Annuities & Life's ownership and governance, which could dilute existing shareholder value or change their influence over the company.

Risk Assessment

Risk Level: medium — The unregistered sale of equity and changes to bylaws introduce uncertainty regarding ownership structure and shareholder rights, posing a moderate risk to current investors.

Analyst Insight

A smart investor would thoroughly review the specific details of the unregistered equity sales and bylaw amendments once they become available to understand the potential impact on their ownership stake and rights, and consider if these changes align with their investment thesis for F&G Annuities & Life, Inc.

Key Players & Entities

  • F&G Annuities & Life, Inc. (company) — the registrant filing the 8-K
  • January 12, 2024 (date) — date of earliest event reported
  • 001-41490 (other) — Commission File Number
  • Delaware (other) — State of Incorporation for F&G Annuities & Life, Inc.
  • 85-2487422 (other) — IRS Employer Identification No.
  • 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 (other) — Principal Executive Offices address
  • 515-330-3340 (other) — Registrant’s Telephone Number
  • F&G Common Stock (other) — Title of Each Class of Securities registered
  • $0.001 (dollar_amount) — par value of F&G Common Stock
  • FG (other) — Trading Symbol for F&G Common Stock

Forward-Looking Statements

  • The unregistered sale of equity securities could lead to a dilution of existing shareholder ownership. (F&G Annuities & Life, Inc.) — medium confidence, target: Q1 2024
  • The amendments to bylaws may alter the voting power or rights of current security holders. (F&G Annuities & Life, Inc.) — medium confidence, target: Q1 2024

FAQ

What was the earliest event reported in this 8-K filing by F&G Annuities & Life, Inc.?

The earliest event reported in this 8-K filing by F&G Annuities & Life, Inc. occurred on January 12, 2024.

What specific items were reported under 'ITEM INFORMATION' in this 8-K filing?

The 'ITEM INFORMATION' in this 8-K filing includes Unregistered Sales of Equity Securities, Material Modifications to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, and Financial Statements and Exhibits.

What is the trading symbol and exchange for F&G Annuities & Life, Inc.'s common stock?

F&G Annuities & Life, Inc.'s common stock has the trading symbol 'FG' and is registered on the New York Stock Exchange.

What is the par value of F&G Annuities & Life, Inc.'s common stock?

The par value of F&G Annuities & Life, Inc.'s common stock is $0.001.

What is the business address and phone number of F&G Annuities & Life, Inc. as stated in the filing?

The business address of F&G Annuities & Life, Inc. is 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309, and their business phone number is 515-330-3340.

Filing Stats: 1,862 words · 7 min read · ~6 pages · Grade level 15 · Accepted 2024-01-16 06:44:41

Key Financial Figures

  • $0.001 — on Which Registered F&G Common Stock, $0.001 par value FG New York Stock Exchange
  • $250 million — k"), for an aggregate purchase price of $250 million in cash. The transaction was approved b
  • $50.00 — 6.875% on the liquidation preference of $50.00 per share of Mandatory Convertible Pref

Filing Documents

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On January 12, 2024, F&G Annuities & Life, Inc. (the "Company") issued and sold in a private placement to Fidelity National Financial ("Fidelity National Financial"), the owner of approximately 85% of the Company's shares of common stock, $0.001 par value ("Common Stock"), 5,000,000 shares of 6.875% Series A Mandatory Convertible Preferred Stock, $0.001 par value ("Mandatory Convertible Preferred Stock"), for an aggregate purchase price of $250 million in cash. The transaction was approved by a committee of independent and disinterested directors of the Company. The Company plans to use the funds received in the transaction to support the growth of its insurance company subsidiaries. The issuance and sale of the shares of Mandatory Convertible Preferred Stock to Fidelity National Financial was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). In connection with such issuance and sale, Fidelity National Financial represented to the Company that it is an "accredited investor," as defined in Rule 501 under the Securities Act, and that it was acquiring the Mandatory Convertible Preferred Stock solely for investment with no intention to distribute any of the purchased Mandatory Convertible Preferred Stock to any person. Appropriate legends will be affixed to any certificates or other instruments evidencing shares of the Mandatory Convertible Preferred Stock or shares of the Company's Common Stock issued upon conversion of Mandatory Convertible Preferred Stock into Common Stock. The information set forth in Item 5.03 of this report is incorporated by reference in this Item 3.02.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this report is incorporated by reference in this Item 3.03.

03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the issuance of the Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware on January 12, 2024 to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the amount payable with respect thereto in the event of the Company's voluntary or involuntary liquidation, winding-up or dissolution, restrictions on the issuance of shares of the same series or of any other class or series, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the voting rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon such filing.

01 Other Events

Item 8.01 Other Events On January 16, 2024 the Company issued a press release announcing the issuance of the Series A Mandatory Convertible Preferred Stock, a copy of which is attached as Exhibit 99.1 hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Certificate of Designations of the Company designating the 6.875% Series A Mandatory Convertible Preferred Stock, dated as of January 12, 2024. 99.1 Press Release, dated as of January 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. F&G Annuities & Life, Inc. Date: January 16, 2024 By: /s/ Jodi Ahlman Name: Jodi Ahlman Title: Senior Vice President, General Counsel & Secretary

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