F&G Annuities & Life Files 8-K: Material Agreement

TL;DR

F&G Annuities & Life signed a big deal, check the 8-K.

AI Summary

On June 4, 2024, F&G Annuities & Life, Inc. filed an 8-K report detailing the entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located at 801 Grand Avenue, Suite 2600, Des Moines, Iowa.

Why It Matters

This filing indicates F&G Annuities & Life has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company.

Key Numbers

• 001-41490 — SEC File Number (Identifies the company's filing with the SEC.)
• 85-2487422 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• F&G Annuities & Life, Inc. (company) — Registrant
• June 4, 2024 (date) — Date of Report
• 801 Grand Avenue, Suite 2600, Des Moines, Iowa (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation

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 — F&G"), completed the public offering of $550 million aggregate principal amount of its 6.500
• $250,000,000 — d subsidiary and a Guarantor, for up to $250,000,000 aggregate principal amount (the "Maximu

Filing Documents

• fg-20240604.htm (8-K) — 41KB
• exhibit41-8xk.htm (EX-4.1) — 203KB
• exhibit991-8xk.htm (EX-99.1) — 20KB
• image_0a.jpg (GRAPHIC) — 13KB
• 0001628280-24-026554.txt ( ) — 491KB
• fg-20240604.xsd (EX-101.SCH) — 3KB
• fg-20240604_def.xml (EX-101.DEF) — 15KB
• fg-20240604_lab.xml (EX-101.LAB) — 28KB
• fg-20240604_pre.xml (EX-101.PRE) — 16KB
• fg-20240604_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 6.500% Senior Notes due 2029 On June 4, 2024, F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed the public offering of $550 million aggregate principal amount of its 6.500% Senior Notes due 2029 (the "New Notes"). The New Notes were registered pursuant to F&G's registration statement on Form S-3 (File No. 333-275867) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on December 1, 2023 and were offered to the public pursuant to the prospectus supplement, dated May 20, 2024, to the prospectus, dated December 7, 2023, which forms a part of the Registration Statement. 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 (together, the "Guarantors" and each, a "Guarantor"). F&G intends to use a portion of the net proceeds from the offering of the New Notes to finance a cash tender offer (the "Tender Offer") by Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), its wholly-owned subsidiary and a Guarantor, for up to $250,000,000 aggregate principal amount (the "Maximum Amount") of FGLH's 5.50% Senior Notes due 2025 (the "FGLH Notes"). F&G intends to use the remaining net proceeds from the offering of the New Notes for general corporate purposes, which may include the repurchase, redemption or repayment at maturity of outstanding indebtedness. In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated May 20, 2024, among F&G, 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. Indenture The New Notes were issued pursuant to an indenture, dated as of January 13, 2023 (the "Base Indenture"), among F&G, the Guarantors and Citibank, N.A., as trustee (the "Trustee

01 Other Events

Item 8.01 Other Events. On June 4, 2024, F&G issued a press release announcing the early tender results of FGLH's previously announced Tender Offer, the terms and conditions of which are set forth in an Offer to Purchase (the "Offer to Purchase"), dated May 20, 2024. On June 5, 2024 (the "Early Payment Date"), FGLH intends to accept for purchase the FGLH Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to 5:00 p.m., New York City time, on June 3, 2024 (the "Early Participation Date"), in an aggregate principal amount equal to the Maximum Amount. Such FGLH Notes are expected to be canceled in connection with the Tender Offer and will no longer be outstanding. FGLH Notes validly tendered and not validly withdrawn and not purchased on the Early Payment Date will be returned to holders promptly after the Early Payment Date. Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 18, 2024, because the aggregate principal amount of the FGLH Notes validly tendered and not validly withdrawn prior to or at the Early Participation Date exceeded the Maximum Amount, there will be no Final Payment Date (as defined in the Offer to Purchase), and no FGLH Notes validly tendered and not validly withdrawn after the Early Participation Date will be accepted for purchase. A copy of the press release announcing the early tender results of the Tender Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in Item 8.01 of this report and the press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to purchase securities that are the subject of the Tender Offer.

Forward-Looking Statements

Forward-Looking Statements This report, including Exhibit 99.1, 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 No. Description 4.1 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc.'s 6.500% senior notes due 2029, dated as of June 4, 2024, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee. 4.2 Form of F&G Annuities & Life, Inc.'s 6.500% senior notes due 2029 (included in Exhibit 4.1). 99.1 Press Release, dated as of June 4, 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: June 4, 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