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

TL;DR

F&G Annuities & Life filed an 8-K on Oct 1st for a material agreement & financial docs.

AI Summary

F&G Annuities & Life, Inc. filed an 8-K on October 4, 2024, reporting the entry into a material definitive agreement and filing financial statements and exhibits. The filing pertains to the company's operations as of October 1, 2024, and includes details about its common stock and senior notes due in 2053.

Why It Matters

This filing indicates a significant contractual development for F&G Annuities & Life, Inc., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material definitive agreement and financial statements, not indicating immediate financial distress or significant new risks.

Key Numbers

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

Key Players & Entities

• F&G Annuities & Life, Inc. (company) — Registrant
• October 1, 2024 (date) — Earliest Event Reported
• October 4, 2024 (date) — Date of Report
• A7.950 Senior Notes Due 2053 (financial_instrument) — Debt Instrument

FAQ

Key Financial Figures

• $0.001 — on Which Registered F&G Common Stock, $0.001 par value FG New York Stock Exchange 7
• $500 million — F&G"), completed the public offering of $500 million aggregate principal amount of its 6.250

Filing Documents

• fg-20241001.htm (8-K) — 36KB
• exhibit11-fgclosing8xk10424.htm (EX-1.1) — 316KB
• exhibit41-fgclosing8xk10424.htm (EX-4.1) — 199KB
• 0001628280-24-042329.txt ( ) — 806KB
• fg-20241001.xsd (EX-101.SCH) — 3KB
• fg-20241001_def.xml (EX-101.DEF) — 15KB
• fg-20241001_lab.xml (EX-101.LAB) — 28KB
• fg-20241001_pre.xml (EX-101.PRE) — 16KB
• fg-20241001_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 6.250% Senior Notes due 2034 On October 4, 2024, F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed the public offering of $500 million aggregate principal amount of its 6.250% Senior Notes due 2034 (the "New Notes"). The New Notes were registered pursuant to F&G's registration statement on Form S-3ASR (File No. 333-282432) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on October 1, 2024 and were offered to the public pursuant to the prospectus supplement, dated October 1, 2024, to the prospectus, dated October 1, 2024, 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 the net proceeds from the offering of the New Notes to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities. In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated October 1, 2024 (the "Underwriting Agreement"), among F&G, the Guarantors and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein. 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"), as supplemented by a Second Supplemental Indenture, dated as of January 26, 2023 (the "Second Supplemental Indenture"), between CF Bermuda Holdings Limited and the Trustee, and by a Fifth Supplemental Inde

Forward-Looking Statements

Forward-Looking Statements This report 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 Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 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 October 1, 2024, among F&G Annuities & Life, Inc., the guarantors party thereto and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. 4.1 Fifth Supplemental Indenture relating to F&G Annuities & Life, Inc.'s 6.250% senior notes due 2034, dated as of October 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 6.250% senior notes due 2034 (included in Exhibit 4.1). 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: October 4, 2024 By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: Executive Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR