F&G Annuities & Life Files 8-K

TL;DR

F&G Annuities & Life filed an 8-K on 5/20/24. Standard update.

AI Summary

F&G Annuities & Life, Inc. filed an 8-K on May 20, 2024, reporting on other events and financial statements. The filing includes details about the company's principal executive offices located at 801 Grand Avenue, Suite 2600, Des Moines, Iowa, and its phone number (515) 330-3340. The company is incorporated in Delaware and has an IRS Employer Identification No. of 85-2487422.

Why It Matters

This filing provides official updates and financial information for F&G Annuities & Life, Inc., which is important for investors and stakeholders to monitor the company's status and activities.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not appear to contain any significant new risks or negative developments.

Key Players & Entities

• F&G Annuities & Life, Inc. (company) — Registrant
• May 20, 2024 (date) — Date of Earliest Event Reported
• 801 Grand Avenue, Suite 2600 (location) — Principal Executive Offices Address
• Des Moines, Iowa (location) — Principal Executive Offices City and State
• 515-330-3340 (phone_number) — Registrant's Telephone Number
• Delaware (location) — State of Incorporation
• 85-2487422 (organization_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — on Which Registered F&G Common Stock, $0.001 par value FG New York Stock Exchange 7
• $550 million — offering (the "New Notes Offering") of $550 million aggregate principal amount of its 6.500
• $250,000,000 — an aggregate principal amount of up to $250,000,000 of FGLH's 5.50% Senior Notes due 2025.

Filing Documents

• fg-20240520.htm (8-K) — 33KB
• exhibit11-8xk.htm (EX-1.1) — 318KB
• exhibit991-8xk.htm (EX-99.1) — 9KB
• exhibit992-8xk.htm (EX-99.2) — 24KB
• fga.jpg (GRAPHIC) — 41KB
• fglogo.jpg (GRAPHIC) — 13KB
• 0001628280-24-024460.txt ( ) — 681KB
• fg-20240520.xsd (EX-101.SCH) — 3KB
• fg-20240520_def.xml (EX-101.DEF) — 6KB
• fg-20240520_lab.xml (EX-101.LAB) — 28KB
• fg-20240520_pre.xml (EX-101.PRE) — 17KB
• fg-20240520_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. On May 20, 2024, F&G Annuities & Life, Inc. ("F&G" or the "Company") announced the pricing of its public offering (the "New Notes Offering") of $550 million aggregate principal amount of its 6.500% senior notes due 2029 (the "New Notes"). The New Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-275867), filed with the Securities and Exchange Commission. The New Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of F&G's obligations under its existing credit agreement (the "Guarantors"), including FGLH (as defined below). The Company intends to use a portion of the net proceeds from the New Notes Offering to finance the Tender Offer (as defined below). The Company intends to use the remaining net proceeds of this offering for general corporate purposes, which may include the repurchase, redemption or repayment at maturity of outstanding indebtedness. In connection with the New Notes Offering, the Company entered into an underwriting agreement, dated as of May 20, 2024, among the Company, the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriting Agreement"). The New Notes Offering is expected to close on or about June 4, 2024, subject to customary closing conditions. A copy of the Underwriting Agreement and the press release announcing the pricing of the New Notes are attached hereto as Exhibit 1.1 and Exhibit 99.1, respectively, and incorporated by reference herein. Also on May 20, 2024, F&G announced the commencement of a cash tender offer (the "Tender Offer") by its wholly owned subsidiary Fidelity & Guaranty Life Holdings, Inc. ("FGLH") for an aggregate principal amount of up to $250,000,000 of FGLH's 5.50% Senior Notes due 2025. The Tender Offer is being made pursuant to, and subject to the

Forward-Looking Statements

Forward-Looking Statements This report, including Exhibits 99.1 and 99.2, contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not related to present facts or current conditions or that are not historical facts, as well as statements that address activities, events, or developments that F&G anticipates will or may occur in the future, including, but not limited to, such things as the anticipated timing and closing of the New Notes Offering and other such matters. You can identify forward-looking statements by words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "predict," "project," "seek," "outlook," "future," "will," "would," "should," "could," "may," "can have," "likely" and similar terms. Forward-looking statements include statements based on management's current expectations and assumptions about future events. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond F&G's control, that could cause actual results to differ materially from those in or implied by the forward-looking statements. Factors that may cause such differences include the risks and uncertainties described in F&G's Annual Report on Form 10-K for the year ended December 31, 2023, as amended, F&G's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and the other reports and filings F&G makes with the SEC. These forward-looking statements speak only as of the date of this report. F&G disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, changes in assumptions or otherwise.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 1.1 Underwriting Agreement, dated as of May 20, 2024, among the Company, the guarantors party thereto and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 99.1 Press Release, dated as of May 20, 2024. 99.2 Press Release, dated as of May 20, 2024. 101 Cover Page Interactive Data File - the cover page XBRL tags are 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: May 21, 2024 By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR