الإحصائيات الأساسية
| CIK | 1934850 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to F&G Annuities & Life, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 8, 2025 |
murphyfgempamd August 6, 2025 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is effective as of August 6, 2025 (the "Effective Date"), by and between FIDELITY & GUARANTY ANNUITIES & LIFE, INC., a Delaware corporation (the "Company"), and CONOR MURPHY (the "Employee") and amends that certain Employment Agreement dated as of April 1, 2025 (the |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 6, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of reg |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 6, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| August 6, 2025 |
a2q25fgearningsreleasef F&G Annuities & Life Reports Second Quarter 2025 Results Des Moines, Iowa – (August 6, 2025) – F&G Annuities & Life, Inc. |
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| August 6, 2025 |
fgsummer2025investorpres F&G Investor Update Summer 2025 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Summer 2025 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| August 6, 2025 |
q22025financialsupplemen Quarterly Financial Supplement ——————————— Second Quarter 2025 The financial statements and financial exhibits included herein are unaudited. |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 25, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of re |
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| May 7, 2025 |
F&G Investor Update Spring 2025 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Spring 2025 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| May 7, 2025 |
F&G Annuities & Life Reports First Quarter 2025 Results Des Moines, Iowa – (May 7, 2025) – F&G Annuities & Life, Inc. |
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| May 7, 2025 |
Quarterly Financial Supplement ——————————— First Quarter 2025 The financial statements and financial exhibits included herein are unaudited. |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of In |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 24, 2025 |
Exhibit 1.1 F&G Annuities & Life, Inc. 8,000,000 Shares of Common Stock Underwriting Agreement March 20, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Representatives of the several Underwriters listed in Schedule 1 hereto Ladies and Gentlemen: F&G Annuities & Life, Inc., a Delaware corporation (the “Co |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 24, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| March 21, 2025 |
8,000,000 Shares F&G Annuities & Life, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282432 Prospectus Supplement (to Prospectus dated October 1, 2024) 8,000,000 Shares F&G Annuities & Life, Inc. Common Stock We are offering 8,000,000 shares of our common stock, par value $0.001 per share, to be sold in this offering. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FG.” On March 18, 2025 |
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| March 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM 424(b)(5) (Form Type) F&G Annuities & Life, Inc. |
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| March 19, 2025 |
Subject to completion, dated March 19, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282432 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject t |
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| February 28, 2025 |
WEIL:\98836764\5\45181.0045 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant You (the “Grantee”) have been granted the following award of restricted Shares of F&G Annuities & Life, Inc. Common Stock (the “Restricted Stock”), par value $0.0001 per share (the “Shares”), by F&G Annuities & Life, Inc. (the “Company”), pursuant to the F&G Annuities & Life, Inc. 20 |
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| February 28, 2025 |
EXECUTION VERSION 1010353182v6 THIRD AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Third Amended and Restated Investment Management Agreement (the “Agreement”), dated as of October 1, 2024 and effective as of October 1, 2024 (the “Third A&R Effective Date”), is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa (the “Company”) and Blackstone ISG-I Advisors L. |
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| February 28, 2025 |
Insider Trading and Tipping Policy 2024. PROPRIETARY AND CONFIDENTIAL FOR INTERNAL USE ONLY DO NOT DISTRIBUTE OUTSIDE THE COMPANY Legal & Compliance F&G Annuities & Life, Inc. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of registr |
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| February 28, 2025 |
EX-10.34 4 fgrestrictedstocknoticea.htm EX-10.34 WEIL:\98836764\5\45181.0045 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN Notice of Restricted Stock Grant You (the “Grantee”) have been granted the following award of restricted Shares of F&G Annuities & Life, Inc. Common Stock (the “Restricted Stock”), par value $0.0001 per share (the “Shares”), by F&G Annuities & Life, Inc. (the “Company |
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| February 28, 2025 |
EXHIBIT 21.1 Subsidiaries of F&G Annuities & Life, Inc.1 Subsidiary Jurisdiction CF Bermuda Holdings Limited Bermuda F&G Cayman Re Ltd. Cayman Islands FGL US Holdings Inc. Delaware Fidelity & Guaranty Life Holdings, Inc. Delaware Peak Altitude Equity, LLC Delaware PALH, LLC Delaware Freedom Equity Group, L.L.C. Delaware Syncis Holdings, LLC Delaware DCMT Worldwide, LLC Delaware Roar Joint Venture, |
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| February 28, 2025 |
Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type of information that the company treats as confidential or private. |
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| February 28, 2025 |
1009814540v2 INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the “Agreement”), dated as of November 6, 2024 and effective as of January 1, 2025 (the “Effective Date”), is by and between Fidelity & Guaranty Life Insurance Company of New York, a life insurance company domiciled in the State of New York (the “Company”) and Blackstone ISG-I Advisors L. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| February 20, 2025 |
F&G Investor Update Winter 2024 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Winter 2024 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 20, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| February 20, 2025 |
F&G Annuities & Life Reports Fourth Quarter and Full Year 2024 Results Des Moines, Iowa – (February 20, 2025) – F&G Annuities & Life, Inc. |
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| February 20, 2025 |
Quarterly Financial Supplement ——————————— Fourth Quarter 2024 The financial statements and financial exhibits included herein are unaudited. |
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| January 13, 2025 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between F&G Annuities & Life, Inc. and Citibank, N.A., as Trustee Dated as of January 13, 2025 7.300% Junior Subordinated Notes due 2065 (Supplement to the Original Indenture, dated as of January 13, 2025) This First Supplemental Indenture, dated as of January 13, 2025 (this “Supplemental Indenture”), is entered into by and between F&G Annuities & Life, Inc |
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| January 13, 2025 |
Exhibit 4.1 INDENTURE between F&G ANNUITIES & LIFE, INC. and CITIBANK, N.A., as Trustee Dated as of January 13, 2025 CROSS REFERENCE SHEET Provisions of Trust Indenture Act of 1939 and certain sections of this Indenture: Section of the Act Section of Indenture 310(a)(1) and (2) 6.9 310(a)(3) and (4) Inapplicable 310(b) 6.8 and 6.10 311(a) and (b) 6.13 312(a) 4.1(a) and 4.1(b) 312(b) 4.1(c) 312(c) |
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| January 13, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 13, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 F&G Annuities & Life, Inc. (Exact name of registrant as specified in its charter) Delaware 85-2487422 (State of incorporation or organization) (I.R.S. Employer Identification No.) 801 Grand Avenue, |
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| January 7, 2025 |
, between F&G Annuities & Life, Inc. and Citibank, N.A., as trustee. Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between F&G Annuities & Life, Inc. and Citibank, N.A., as Trustee Dated as of January 13, 2025 7.300% Junior Subordinated Notes due 2065 (Supplement to the Original Indenture, dated as of January 13, 2025) This First Supplemental Indenture, dated as of January 13, 2025 (this “Supplemental Indenture”), is entered into by and between F&G Annuities & Life, Inc |
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| January 7, 2025 |
Form of Indenture, between F&G, and Citibank, N.A., as trustee. Exhibit 4.1 INDENTURE between F&G ANNUITIES & LIFE, INC. and CITIBANK, N.A., as Trustee Dated as of January 13, 2025 CROSS REFERENCE SHEET Provisions of Trust Indenture Act of 1939 and certain sections of this Indenture: Section of the Act Section of Indenture 310(a)(1) and (2) 6.9 310(a)(3) and (4) Inapplicable 310(b) 6.8 and 6.10 311(a) and (b) 6.13 312(a) 4.1(a) and 4.1(b) 312(b) 4.1(c) 312(c) |
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| January 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM 424(b)(5) (Form Type) F&G Annuities & Life, Inc. |
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| January 7, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2025 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction o |
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| January 7, 2025 |
Exhibit 1.1 F&G Annuities & Life, Inc. $375,000,000 7.300% Junior Subordinated Notes due 2065 Underwriting Agreement January 6, 2025 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway, |
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| January 7, 2025 |
$375,000,000 F&G Annuities & Life, Inc. 7.300% Junior Subordinated Notes due 2065 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282432 Prospectus Supplement (to Prospectus dated October 1, 2024) $375,000,000 F&G Annuities & Life, Inc. 7.300% Junior Subordinated Notes due 2065 We are offering $375,000,000 aggregate principal amount of our 7.300% junior subordinated notes due 2065 (the “notes”). The notes will bear interest at an annual rate of 7.300%. We will pay interes |
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| January 6, 2025 |
Filed Pursuant to Rule 433 File No. 333-282432 F&G Annuities & Life, Inc. $375,000,000 7.300% Junior Subordinated Notes due 2065 Pricing Term Sheet January 6, 2025 The information in this pricing term sheet relates to the offering of the securities specified herein and should be read together with the preliminary prospectus supplement dated January 6, 2025 (the “Preliminary Prospectus Supplement”) |
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| January 6, 2025 |
Subject to completion, dated January 6, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282432 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject t |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name o |
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| November 6, 2024 |
F&G Investor Update Fall 2024 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Fall 2024 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| November 6, 2024 |
Quarterly Financial Supplement ——————————— Third Quarter 2024 The financial statements and financial exhibits included herein are unaudited. |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 6, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| November 6, 2024 |
F&G Annuities & Life Reports Third Quarter 2024 Results Des Moines, Iowa – (November 6, 2024) – F&G Annuities & Life, Inc. |
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| October 4, 2024 |
Exhibit 4.1 FIFTH SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Original Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of October 4, 2024 6.250% Senior Notes due 2034 (Supplement to the Original Indenture, dated as of January 13, 2023 |
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| October 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction o |
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| October 4, 2024 |
Exhibit 1.1 F&G Annuities & Life, Inc. $500,000,000 6.250% Senior Notes due 2034 Underwriting Agreement October 1, 2024 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 RBC Capital Markets, LLC Brookfield Place 200 Vesey |
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| October 2, 2024 |
$500,000,000 F&G Annuities & Life, Inc. 6.250% Senior Notes due 2034 Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-282432, 333-282432-01, 333-282432-02, 333-282432-03, 333-282432-04 Prospectus Supplement (to Prospectus dated October 1, 2024) $500,000,000 F&G Annuities & Life, Inc. 6.250% Senior Notes due 2034 We are offering $500,000,000 aggregate principal amount of our 6.250% senior notes due 2034 (the “notes”). We will pay interest on the notes semi-ann |
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| October 2, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM 424(b)(5) (Form Type) F&G ANNUITIES & LIFE, INC. |
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| October 1, 2024 |
As filed with the Securities and Exchange Commission on October 1, 2024 As filed with the Securities and Exchange Commission on October 1, 2024 Registration No. |
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| October 1, 2024 |
Filed Pursuant to Rule 433 File No. 333-282432 Relating to Preliminary Prospectus Supplement dated October 1, 2024 (To Prospectus dated October 1, 2024) F&G Annuities & Life, Inc. $500,000,000 6.250% Senior Notes due 2034 Pricing Term Sheet October 1, 2024 The information in this pricing term sheet relates to the offering of the securities specified herein and should be read together with the prel |
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| October 1, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2) CITIBANK, N.A. (Exact name of Trustee as specified in its charter) A National Banking Association 13-526 |
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| October 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) F&G ANNUITIES & LIFE, INC. |
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| October 1, 2024 |
Subject to completion, dated October 1, 2024 Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-282432, 333-282432-03, 333-282432-01, 333-282432-02, 333-282432-04 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jur |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of reg |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| August 5, 2024 |
Quarterly Financial Supplement ——————————— Second Quarter 2024 The financial statements and financial exhibits included herein are unaudited. |
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| August 5, 2024 |
F&G Investor Update Summer 2024 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Summer 2024 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| August 5, 2024 |
F&G Annuities & Life Reports Second Quarter 2024 Results Des Moines, Iowa – (August 5, 2024) – F&G Annuities & Life, Inc. |
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| July 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 17, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| June 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| June 4, 2024 |
Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Original Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of June 4, 2024 6.500% Senior Notes due 2029 (Supplement to the Original Indenture, dated as of January 13, 2023) |
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| June 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 4, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of I |
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| June 4, 2024 |
F&G Annuities & Life Announces Early Results of Cash Tender Offer for Senior Notes Exhibit 99.1 F&G Annuities & Life Announces Early Results of Cash Tender Offer for Senior Notes Company Release – 6/4/2024 DES MOINES, Iowa, June 4, 2024 /PRNewswire/ - F&G Annuities & Life, Inc. (NYSE: FG) (“F&G” or the “Company”) today announced the early tender results of the previously announced cash tender offer (the “Tender Offer”) of its wholly-owned subsidiary Fidelity & Guaranty Life Hold |
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| May 22, 2024 |
$550,000,000 F&G Annuities & Life, Inc. 6.500% Senior Notes due 2029 Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-275867, 333-275867-01, 333-275867-02, 333-275867-03, 333-275867-04 Prospectus Supplement (to Prospectus dated December 7, 2023) $550,000,000 F&G Annuities & Life, Inc. 6.500% Senior Notes due 2029 We are offering $550,000,000 aggregate principal amount of our 6.500% senior notes due 2029 (the “notes”). We will pay interest on the notes semi-an |
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| May 21, 2024 |
Exhibit 1.1 F&G Annuities & Life, Inc. $550,000,000 6.500% Senior Notes due 2029 Underwriting Agreement May 20, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 Wells Fargo Securities, LLC 550 South Tryon Street, 5t |
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| May 21, 2024 |
Exhibit 99.2 F&G Annuities & Life Announces Cash Tender Offer for Up to $250,000,000 Aggregate Principal Amount of Fidelity & Guaranty Life Holdings’ Outstanding 5.50% Senior Notes Due 2025 Company Release - 5/20/2024 DES MOINES, Iowa, May 20, 2024 /PRNewswire/ - F&G Annuities & Life, Inc. (NYSE: FG) (“F&G” or the “Company”) today announced the commencement of a cash tender offer (the “Tender Offe |
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| May 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 20, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of I |
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| May 21, 2024 |
F&G Annuities & Life Prices Senior Unsecured Notes Offering Exhibit 99.1 F&G Annuities & Life Prices Senior Unsecured Notes Offering DES MOINES, Iowa, May 20, 2024 /PRNewswire/ - F&G Annuities & Life, Inc. (NYSE: FG) (“F&G”) today announced that it priced a public offering of $550 million aggregate principal amount of its 6.500% senior notes due 2029 (the “notes”). The offering is expected to close on June 4, 2024, subject to satisfaction of customary clos |
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| May 20, 2024 |
F&G Annuities & Life, Inc. $550,000,000 6.500% Senior Notes due 2029 Pricing Term Sheet May 20, 2024 Filed Pursuant to Rule 433 File No. 333-275867 Relating to Preliminary Prospectus Supplement dated May 16, 2024 (To Prospectus dated December 7, 2023) F&G Annuities & Life, Inc. $550,000,000 6.500% Senior Notes due 2029 Pricing Term Sheet May 20, 2024 The information in this pricing term sheet relates to the offering of the securities specified herein and should be read together with the prelimina |
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| May 16, 2024 |
Subject to completion, dated May 16, 2024 Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-275867, 333-275867-01, 333-275867-02, 333-275867-03, 333-275867-04 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisd |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of In |
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| May 13, 2024 |
Exhibit 10.1 RETENTION AGREEMENT This RETENTION AGREEMENT (the “Agreement”), which is effective as of May 8, 2024 (the “Effective Date”), by and between Fidelity & Guaranty Life Business Services, Inc. and its affiliates (the “Company”), and John Currier (“Employee”), an Iowa resident. WHEREAS, due to business needs, the Company considers it essential to its best interests to foster the continuous |
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| May 13, 2024 |
fgpresidentannouncement F&G Annuities & Life Announces Appointment of John Currier to President Des Moines, Iowa, (May 13, 2024) – F&G Annuities & Life, Inc. |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of re |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of In |
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| May 8, 2024 |
Quarterly Financial Supplement ——————————— First Quarter 2024 The financial statements and financial exhibits included herein are unaudited. |
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| May 8, 2024 |
F&G Investor Update Spring 2024 Disclaimer & Forward-Looking Statements 2F&G Investor Update | Spring 2024 This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| May 8, 2024 |
F&G Annuities & Life Reports First Quarter 2024 Results Des Moines, Iowa – (May 8, 2024) – F&G Annuities & Life, Inc. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of regis |
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| February 29, 2024 |
Exhibit 4.11 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of F&G Annuities & Life, Inc. (“F&G”) is a summary and does not purport to be complete. This summary is qualified in its entirety by reference in each case to the applicable provisions of F&G’s Amended and Restated Certificate of Incorporation (“charter”) and Amended and Restated Bylaws (“bylaws”), each of whi |
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| February 29, 2024 |
F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan Notice of Restricted Stock Grant You (the “Grantee”) have been granted the following award of restricted Shares of F&G Annuities & Life, Inc. Common Stock (the “Restricted Stock”), par value $0.0001 per share (the “Shares”), by F&G Annuities & Life, Inc. (the “Company”), pursuant to the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan (t |
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| February 29, 2024 |
EXHIBIT 21.1 Subsidiaries of F&G Annuities & Life, Inc.1 Subsidiary Jurisdiction CF Bermuda Holdings Limited Bermuda F&G Cayman Re Ltd. Cayman Islands FGL US Holdings Inc. Delaware Fidelity & Guaranty Life Holdings, Inc. Delaware Peak Altitude Equity, LLC Delaware Freedom Equity Group, L.L.C. Delaware Origin8cares Holding Company, Inc. Delaware Syncis Holdings, LLC Delaware DCMT Worldwide, LLC Del |
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| February 29, 2024 |
F&G Annuities & Life, Inc. Incentive-Based Compensation Recovery Policy. Exhibit 97 F&G ANNUITIES & LIFE, INC. INCENTIVE-BASED COMPENSATION RECOVERY POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of F&G Annuities & Life, Inc. (the “Company”) has adopted this Incentive-Based Compensation Recovery Policy (the “Policy”) to be applied to the Executive Officers of the Company. The Policy is being adopted in accordance with Sectio |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of registr |
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| February 21, 2024 |
F&G Investor Update Winter 2023 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| February 21, 2024 |
Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement December 31, 2023 (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as applicable. We adopted Accounting S |
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| February 21, 2024 |
F&G Annuities & Life Reports Fourth Quarter and Full Year 2023 Results Des Moines, Iowa – (February 21, 2024) – F&G Annuities & Life, Inc. |
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| February 16, 2024 |
EXECUTION VERSION #97839774v15 WEIL:\99581369\2\44393.0003 Published Deal CUSIP Number: 30237CAC9 Revolver CUSIP Number: 30237CAD7 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 16, 2024 among F&G ANNUITIES & LIFE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, LLC, WELLS FARGO BAN |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2024 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| January 16, 2024 |
F&G Annuities & Life Announces $250 Million Investment From Fidelity National Financial Des Moines, Iowa, January 16, 2024 – F&G Annuities & Life, Inc. |
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| December 6, 2023 |
Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Original Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of December 6, 2023 7.950% Senior Notes due 2053 (Supplement to the Original Indenture, dated as of January 13, 202 |
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| December 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 6, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| December 5, 2023 |
F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 December 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Robert Arzonetti Re: F&G Annuities & Life, Inc. Registration Statement on Form S-3 File No. 333-275867 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1 |
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| December 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) F&G ANNUITIES & LIFE, INC. |
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| December 1, 2023 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2) CITIBANK, N.A. (Exact name of Trustee as specified in its charter) A National Banking Association 13-526 |
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| December 1, 2023 |
List of subsidiary guarantors and issuers of guaranteed securities (filed herewith) Exhibit 22.1 List of Subsidiary Guarantors The debt securities offered by the prospectus contained in the registration statement of which this Exhibit 22.1 is a part and any applicable prospectus supplement, which may be issued in one or more series by F&G Annuities & Life, Inc. (the “Issuer”) may be jointly, severally and unconditionally guaranteed by each of the Issuer’s subsidiaries identified |
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| December 1, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023 As filed with the Securities and Exchange Commission on December 1, 2023 Registration No. |
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| November 30, 2023 |
, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee Exhibit 4.3 THIRD SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Original Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of [], 2023 7.950% Senior Notes due 2053 (Supplement to the Original Indenture, dated as of January 13, 2023) This |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 F&G Annuities & Life, Inc. (Exact name of registrant as specified in its charter) Delaware 85-2487422 (State of incorporation or organization) (I.R.S. Employer Identification No.) 801 Grand Avenue, |
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| November 30, 2023 |
$345,000,000 F&G Annuities & Life, Inc. 7.950% Senior Notes due 2053 Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-275750, 333-275750-01, 333-275750-02, 333-275750-03, 333-275750-04 Registration Nos. 333-275783, 333-275783-01, 333-275783-02, 333-275783-03, 333-275783-04 PROSPECTUS $345,000,000 F&G Annuities & Life, Inc. 7.950% Senior Notes due 2053 We are offering $345,000,000 aggregate principal amount of our 7.950% senior notes due 2053 (the “notes”). We |
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| November 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Issuer: F&G Annuities & Life, Inc. |
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| November 29, 2023 |
As filed with the Securities and Exchange Commission on November 29, 2023. As filed with the Securities and Exchange Commission on November 29, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 F&G Annuities & Life, Inc. (Exact name of registrant as specified in its charter) Delaware 6311 85-2487422 (State or other jurisdiction of incorporation or organizati |
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| November 29, 2023 |
Filed under Rule 433 File No. 333-275750 F&G Annuities & Life, Inc. $345,000,000 7.950% Senior Notes due 2053 Pricing Term Sheet November 29, 2023 Issuer: F&G Annuities & Life, Inc. Guarantors: CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc. Security: 7.950% Senior Notes due 2053 (the “Notes”) Ranking: |
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| November 27, 2023 |
F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 November 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Madeleine Mateo Re: F&G Annuities & Life, Inc. Registration Statement on Form S-1 File No. 333-275750 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1 |
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| November 27, 2023 |
[Signature Page to S-1 Acceleration Request] November 27, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Madeleine Mateo Re: F&G Annuities & Life, Inc. Registration Statement on Form S-1 File No. 333-275750 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Wells Fargo Securities, LLC, BofA Securities, Inc |
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| November 27, 2023 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2) CITIBANK, N.A. (Exact name of Trustee as specified in its charter) A National Banking Association 13-526 |
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| November 27, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 F&G Annuities & Life, Inc. $[] []% Senior Notes due 2053 Underwriting Agreement [], 2023 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 BofA Securities, Inc. One Bryant Park New York, New York 10036 Morgan Stanley & Co. LLC 1585 Broadway, 29th Floor New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th fl |
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| November 27, 2023 |
As filed with the Securities and Exchange Commission on November 27, 2023. As filed with the Securities and Exchange Commission on November 27, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 F&G Annuities & Life, Inc. (Exact name of registrant as specified in its charter) Delaware 6311 85-2487422 (State or other jurisdiction of incorporation or organizati |
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| November 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Issuer: F&G Annuities & Life, Inc. |
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| November 27, 2023 |
Form of Third Supplemental Indenture Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Original Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of [], 2023 []% Senior Notes due 2053 (Supplement to the Original Indenture, dated as of January 13, 2023) This Thi |
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| November 14, 2023 |
Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 November 14, 2023 CONFIDENTIAL VIA EDGAR Re: F&G Annuities & Life, Inc. |
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| November 14, 2023 |
Confidential Treatment Requested by F&G Annuities & Life, Inc. Pursuant to 17 C.F.R. § 200.83. Confidential Treatment Requested by F&G Annuities & Life, Inc. Pursuant to 17 C.F.R. § 200.83. As confidentially submitted to the Securities and Exchange Commission on November 14, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AN |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name o |
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| November 7, 2023 |
F&G Investor Update Fall 2023 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| November 7, 2023 |
F&G Annuities & Life Reports Third Quarter 2023 Results Des Moines, Iowa – (November 7, 2023) – F&G Annuities & Life, Inc. |
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| November 7, 2023 |
Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement September 30, 2023 (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as applicable. We adopted Accounting |
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| October 3, 2023 |
F&G Investor Day October 3, 2023 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| October 3, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction o |
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| August 21, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-273890, 333-273890-01, 333-273890-02, 333-273890-03 and 333-273890-04 PROSPECTUS F&G Annuities & Life, Inc. Offer to Exchange $500,000,000 aggregate principal amount of 7.400% Senior Notes due 2028 (CUSIP Nos. 30190A AA2 and U3152B AA0) for $500,000,000 aggregate principal amount of 7.400% Senior Notes due 2028 (CUSIP No. 30190A AC8) that have |
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| August 17, 2023 |
F&G ANNUITIES & LIFE, INC. 801 Grand Avenue, Suite 2600 Des Moines, IA 50309 F&G ANNUITIES & LIFE, INC. 801 Grand Avenue, Suite 2600 Des Moines, IA 50309 August 17, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: F&G Annuities & Life, Inc. Registration Statement filed on Form S-4 File No. 333-273890 Filed August 10, 2023 Ladies and Gentlemen: F&G Annuities & Life, Inc. (the “Company”), the primar |
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| August 17, 2023 |
F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 August 17, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F St., N.E. Washington, DC 20549 Re: F&G Annuities & Life, Inc. Registration Statement on Form S-4 File No. 333-273890 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, F&G Annuities |
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| August 10, 2023 |
Exhibit 3.5 State of Delaware Secretary of State Division of Corporations Delivered 08:33 PM 05/19/2017 FILED 08:33 PM 05/19/2017 SR 20173778894 - File Number 6416367 CERTIFICATE OF INCORPORATION OF FGL US HOLDINGS INC. FIRST: The name of the Corporation is FGL US Holdings Inc. SECOND: The Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange |
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| August 10, 2023 |
under the Trust Indenture Act of 1939 of Citibank, N.A., as trustee under the Indenture Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2) CITIBANK, N.A. (Exact name of Trustee as specified in its charter) A National Banking Association 13-526 |
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| August 10, 2023 |
Exhibit 3.8 BYLAWS OF AMERICOM FINANCIAL SERVICES, INC. (A DELAWARE CORPORATION) ADOPTED: February 8, 2001 AMERICOM FINANCIAL SERVICES, INC. (a Delaware Corporation) BYLAWS I. GENERAL MEETINGS OF STOCKHOLDERS AND RECORD DATES 1.ANNUAL MEETING. An annual meeting of Stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting , shall b |
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| August 10, 2023 |
Exhibit 3.3 BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) MEMORANDUM OF ASSOCIATION OF CF Bermuda Holdings Limited (hereinafter referred to as "the Company") 1.The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. 2.The undersigned, namely, Name an |
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| August 10, 2023 |
Exhibit 3.10 Old Mutual U.S. Life Holdings, Inc. (a Delaware Corporation) BYLAWS I. GENERAL MEETINGS OF STOCKHOLDERS AND RECORD DATES 1. ANNUAL MEETING. An annual meeting of Stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held on such day and at such hour as the Board of Directors may designate. If the day fixed |
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| August 10, 2023 |
Exhibit 3.4 BYE-LAWS OF CF BERMUDA HOLDINGS LIMITED CERTIFIED that the within-written bye-laws are a true copy of the bye-laws of CF Bermuda Holdings Limited (the "Company") as approved and adopted as the bye-laws of the Company (the "Bye-Laws") by written resolution constituting the statutory general meeting of the sole member of the Company dated and effective on 23 May 2017. /s/ Lisa O’Sullivan |
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| August 10, 2023 |
Exhibit 3.7 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 02/08/2001 010064656 - 3354314 CERTIFICATE OF INCORPORATION OF AMERICOM FINANCIAL SERVICES, INC. The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: ARTI |
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| August 10, 2023 |
Exhibit 3.9 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/25/2001 010041313 - 3348610 CERTIFICATE OF INCORPORATION OF OLD MUTUAL U.S. HOLDINGS, INC. The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: ARTICLE |
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| August 10, 2023 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain as to the action to be taken, you should immediately consult your own broker, bank manager, lawyer, accountant, investment adviser or other professional adviser. LETTER OF TRANSMITTAL relating to F&G ANNUITIES & LIFE, INC. Offer to Exchange $500,000,000 aggregate principal amount of 7.400% Senior No |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration Statement No. |
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| August 10, 2023 |
Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE between CF BERMUDA HOLDINGS LIMITED and CITIBANK, N.A., AS TRUSTEE Dated as of January 26, 2023 (Supplement to the Indenture dated as of January 13, 2023) This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 26, 2023, is entered into by and between CF Bermuda Holdings Limited (the “Guaranteeing Subsidiary”), a subsidiary |
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| August 10, 2023 |
Exhibit 3.6 FGL US HOLDINGS INC. BYLAWS As Adopted on May 19, 2017 FGL US HOLDINGS INC. BYLAWS Table of Contents Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 1 Section 1.05. Proxies 2 Section 1.06. Voting Lists 2 Section |
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| August 10, 2023 |
Form of 7.400% Senior Notes due 2028 (Unrestricted) Exhibit 4.7 [FORM OF 2028 NOTE – UNRESTRICTED] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF |
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| August 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Issuer: F&G Annuities & Life, Inc. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of reg |
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| August 8, 2023 |
q22023financialsupplemen Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement June 30, 2023 (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as applicable. We |
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| August 8, 2023 |
a2q23fgearningsreleasef F&G Annuities & Life Reports Second Quarter 2023 Results Des Moines, Iowa – (August 8, 2023) – F&G Annuities & Life, Inc. |
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| August 8, 2023 |
fgsummer2023investorpres F&G Investor Update Summer 2023 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| August 8, 2023 |
fgaugust2023dividendanno F&G Annuities & Life Announces Quarterly Cash Dividend of $0. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| July 13, 2023 |
exhibit992-updatedq12023 Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement March 31, 2023 - Updated (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as app |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| July 13, 2023 |
exhibit993-updatedfgspri F&G Investor Update Spring 2023 Note: Spring 2023 Investor Update refreshed per 8-K filed July 13, 2023 F&G Investor Update | Spring 2023 2 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| July 13, 2023 |
exhibit991-updated2022an Exhibit 99.1 F&G ANNUITIES & LIFE, INC. TABLE OF CONTENTS Page Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38 Item 8. Financial Statements and Supplementary Data 47 Item 15. Exhibits, Financial Statement Schedules 143 1 Statement Regarding Forward-Looking |
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| June 30, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of I |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of re |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of In |
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| May 3, 2023 |
q12023financialsupplemen Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement March 31, 2023 (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as applicable. W |
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| May 3, 2023 |
fgmay2023dividendannounc F&G Annuities & Life Announces Quarterly Cash Dividend of $0. |
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| May 3, 2023 |
fgspring2023investorpres F&G Investor Update Spring 2023 F&G Investor Update | Spring 2023 2 Disclaimer & Forward-Looking Statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. |
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| May 3, 2023 |
a1q23fgearningsreleasef F&G Annuities & Life Reports First Quarter 2023 Results Des Moines, Iowa – (May 3, 2023) – F&G Annuities & Life, Inc. |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exact name of regis |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction of |
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| March 10, 2023 |
EX-10.1 2 exhibit101fg-bxxamendmentt.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION F&G Annuities & Life Inc. 801 Grand St., Ste 2600, Des Moines, IA 50309 March 10, 2023 Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attention: Robert Young, Esq. Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Email: mgra |
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| March 10, 2023 |
Business, dated as of March 10, 2023, by and between F&G Annuities & Lif Exhibit 10.2 EXECUTION VERSION F&G Annuities & Life, Inc. 801 Grand Ave. Suite 2600 Des Moines, IA 50309 March 10, 2023 BilCar, LLC 1701 Village Center Circle Las Vegas, NV 89134 Re: Blackstone Participation Fee in Respect of New Business (this “Letter”) Ladies and Gentlemen: Reference is made to: (a)the Participation Fee Agreement, dated as of June 1, 2020 (the “Participation Fee Agreement”), by |
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| February 27, 2023 |
EXECUTION VERSION WEIL:\99001761\2\45181.0045 #96551106v8 This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 21, 2023, among F&G Annuities & Life, Inc., a Delaware corporation (the “Borrower”), each Guarantor party hereto, each Person listed on Schedule 1 hereto (each, an “Incremental Lender”), and the Administrative Agent (as defined below), to the Credit Agreement, |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41490 F&G Annuities & Life, Inc. (Exa |
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| February 27, 2023 |
Exhibit 4.8 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of F&G Annuities & Life, Inc. (“F&G”) is a summary and does not purport to be complete. This summary is qualified in its entirety by reference in each case to the applicable provisions of F&G’s Amended and Restated Certificate of Incorporation (“charter”) and Amended and Restated Bylaws (“bylaws”), each of whic |
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| February 27, 2023 |
EXHIBIT 21.1 Subsidiaries of F&G Annuities & Life, Inc. Entity Jurisdiction CF Bermuda Holdings Limited Bermuda F&G Cayman Re Ltd. Cayman Islands FGL US Holdings Inc. Delaware Fidelity & Guaranty Life Holdings, Inc. Delaware Freedom Equity Group, L.L.C. Delaware Origin8cares Holding Company, Inc. Delaware Syncis Holdings, LLC Delaware Fidelity & Guaranty Life Business Services, Inc. Delaware Fidel |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| February 22, 2023 |
q42022financialsupplemen Exhibit 99.2 F&G Annuities & Life, Inc. ("F&G" or "the Company") (NYSE: FG) Financial Supplement December 31, 2022 (Year Ended December 31) The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K as applicable |
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| February 22, 2023 |
EX-99.1 2 a4q22fgearningsreleasef.htm EX-99.1 F&G Annuities & Life Reports Fourth Quarter and Full Year 2022 Results Des Moines, Iowa – (February 22, 2023) – F&G Annuities & Life, Inc. (NYSE: FG) (“F&G” or the “Company”) a leading provider of insurance solutions serving retail annuity and life customers and institutional clients, today reported financial results for the fourth quarter and twelve m |
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| February 22, 2023 |
fgwinter2022investorpres F&G Investor Update Winter 2022 Exhibit 99.3 F&G Investor Update | Winter 2022 2 Disclaimer & Forward-Looking Statements This presentation 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”, “e |
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| February 21, 2023 |
EX-10.1 2 fgretentionfeb162023.htm EX-10.1 Exhibit 10.1 02/16/2023 Karen Krug VP, Total Rewards & HR Operations |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment )* F&G Annuities & Life, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 30190A104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| January 13, 2023 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE among F&G Annuities & Life, Inc., the Guarantors party hereto as of the date hereof and any other Guarantor that becomes party to the Base Indenture referred to below pursuant to Section 3.12 thereof and Citibank, N.A., as Trustee Dated as of January 13, 2023 7.400% Senior Notes due 2028 (Supplement to the Base Indenture dated as of January 13, 2023) This F |
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| January 13, 2023 |
EX-4.1 2 exhibit41-fgclosing8xk.htm EX-4.1 Exhibit 4.1 INDENTURE among F&G ANNUITIES & LIFE, INC., THE GUARANTORS PARTY HERETO AS OF THE DATE HEREOF AND ANY OTHER GUARANTOR THAT BECOMES PARTY HERETO PURSUANT TO SECTION 3.12 HEREOF and CITIBANK, N.A., as Trustee Dated as of January 13, 2023 CROSS REFERENCE SHEET Provisions of Trust Indenture Act of 1939 and certain sections of this Indenture: Secti |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 13, 2023 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| January 13, 2023 |
Exhibit 10.1 F&G Annuities & Life, Inc., the Guarantors party hereto and BofA Securities, Inc., J.P. Morgan Securities LLC, and RBC Capital Markets, LLC, for and on behalf of the Initial Purchasers REGISTRATION RIGHTS AGREEMENT dated as of January 13, 2023 TABLE OF CONTENTS Page 1. Definitions 2 2. Registered Exchange Offer; Resales of New Securities by Exchanging Dealers; Private Exchange 6 3. Sh |
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| December 8, 2022 |
F&G Annuities & Life, Inc. Declares Inaugural Quarterly Cash Dividend Exhibit 99.1 PRESS RELEASE F&G Annuities & Life, Inc. Declares Inaugural Quarterly Cash Dividend Des Moines, Iowa, December 8, 2022 /PRNewswire/ ? F&G Annuities & Life, Inc. (NYSE: FG) (?F&G? or ?the Company?), a leading provider of annuity and life insurance products, today announced that its Board of Directors has declared an inaugural quarterly cash dividend of $0.20 per share of common stock, |
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| December 8, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 fgannuitieslifeincxfiled12.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware |
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| December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 85-2487422 (State or Other Jurisdiction |
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| December 1, 2022 |
EX-10.6 10 exhibit106-fg8xk.htm EX-10.6 Exhibit 10.6 F&G Annuities & Life, Inc. Deferred Compensation Plan Effective January 1, 2023 ARTICLE I Establishment and Purpose 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 7 ARTICLE IV Deferrals 7 ARTICLE V Company Contributions 10 ARTICLE VI Benefits 11 ARTICLE VII Modifications to Payment Schedules 14 ARTICLE VIII Valuation of Acc |
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| December 1, 2022 |
EX-FILING FEES 2 exhibit107-sx8.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) F&G Annuities & Life, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Securities to be Registered Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Pri |
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| December 1, 2022 |
EX-10.1 5 exhibit101-fg8xk.htm EX-10.1 Exhibit 10.1 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this “Agreement”) dated as of November 30, 2022 among Fidelity National Financial Inc., a Delaware corporation (“FNF”), and F&G Annuities & Life, Inc, a Delaware corporation and direct, wholly-owned subsidiary of FNF and member of the consolidated group for U.S. federal tax purposes of which FNF i |
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| December 1, 2022 |
As filed with the Securities and Exchange Commission on December 1, 2022 S-8 1 fgannuitieslifeincs-8.htm S-8 As filed with the Securities and Exchange Commission on December 1, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 F&G Annuities & Life, Inc. (Exact name of registrant as specified in its charter) Delaware 85-2487422 (State or other jurisdiction o |
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| December 1, 2022 |
Exhibit 10.3 REVERSE CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.) This Reverse Corporate Services Agreement (this ?Agreement?) is dated as of November 30, 2022, by and between F&G Annuities & Life, Inc., a Delaware limited liability company (?F&G? or ?PROVIDING PARTY?) and Fidelity National Financial, Inc., a Delaware corporation (?FNF? or ?RECEIVING PARTY?). F&G and FNF shall be refe |
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| December 1, 2022 |
Exhibit 10.2 CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.) This Corporate Services Agreement (this ?Agreement?) is dated as of November 30, 2022, by and between Fidelity National Financial, Inc., a Delaware corporation (?FNF? or ?PROVIDING PARTY?) and F&G Annuities & Life, Inc. a Delaware corporation (?F&G? or ?RECEIVING PARTY?). FNF and F&G shall be referred to collectively in this Ag |
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| December 1, 2022 |
Exhibit 10.5 F&G ANNUITIES & LIFE, INC. EMPLOYEE STOCK PURCHASE PLAN F&G Annuities & Life, Inc., a Delaware corporation (hereinafter referred to as the ?Company?), hereby adopts the F&G Annuities & Life, Inc. Employee Stock Purchase Plan? (hereinafter referred to as the ?Plan?), effective as of January 1, 2023. The Plan shall remain in effect, subject to the right of the Board to amend or terminat |
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| December 1, 2022 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC., and F&G ANNUITIES & LIFE, INC. dated as of November 30, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 ARTICLE II SEPARATION AND DISTRIBUTION 5 Section 2.1. Separation 5 Section 2.2. Distribution 5 Section 2.3. Conditions to the Distribution 6 Section 2.4. Certificate of Inc |
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| December 1, 2022 |
EX-3.2 4 exhibit32-fg8xk.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF F&G ANNUITIES & LIFE, INC. AS ADOPTED ON NOVEMBER 30, 2022 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of F&G Annuities & Life, Inc. (the “Corporation”) shall be 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, 19801 and the name of its registered agent is “The |
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| December 1, 2022 |
EX-3.1 3 exhibit31-fg8xk.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F&G ANNUITIES & LIFE, INC. F&G Annuities & Life, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: First: The Corporation was originally incorporated under the name “F&G Annuities & Life, Inc.” The Corporation’s o |
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| December 1, 2022 |
Exhibit 99.1 Fidelity National Financial Completes Planned Transaction to Distribute Approximately 15% Ownership of F&G to FNF Shareholders Jacksonville, Fla., December 1, 2022 /PRNewswire/ ? Fidelity National Financial, Inc. (NYSE: FNF) (?FNF? or the ?Company?), a leading provider of title insurance and transaction services to the real estate and mortgage industries and a leading provider of insu |
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| December 1, 2022 |
EX-10.4 8 exhibit104-fg8xk.htm EX-10.4 Exhibit 10.4 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page Article 1. Establishment, Objectives, and Duration 1 1.1. Establishment of the Plan.. 1 1.2. Objectives of the Plan. 1 1.3. Duration of the Plan.. 1 Article 2. Definitions 1 Article 3. Administration 6 3.1. The Committee.. 6 3.2. Authority of the Committee. 6 3.3. Decis |
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| November 22, 2022 |
Exhibit 10.1 Execution Version Published Deal CUSIP Number: 30237CAA3 Revolver CUSIP Number: 30237CAB1 CREDIT AGREEMENT Dated as of November 22, 2022 among F&G ANNUITIES & LIFE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, LLC, as Co-Syndication Agents, and CITIBANK N.A. CITIZENS BANK, N.A. |
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| November 22, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 22, 2022 F&G Annuities & Life, Inc. (Exact name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 84-2487422 (State or Other Jurisdiction |
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| November 18, 2022 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 18, 2022 F&G Annuities & Life, Inc. (Exact name of Registrant as Specified in its Charter) 001-41490 (Commission File Number) Delaware 84-2487422 (State or Other Jurisdiction |
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| November 18, 2022 |
Exhibit 99.1 Fidelity National Financial Announces F&G Annuities & Life, Inc. Form 10 Registration Statement Declared Effective Jacksonville, Fla., November 18, 2022 /PRNewswire/ ? Fidelity National Financial, Inc. (NYSE: FNF) (?FNF? or the ?Company?), a leading provider of title insurance and transaction services to the real estate and mortgage industries and a leading provider of insurance solut |
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| November 18, 2022 |
INFORMATION STATEMENT F&G Annuities & Life, Inc. Common Stock, par value $0.001 per share EX-99.2 3 exhibit992-8xk.htm EX-99.2 Exhibit 99.2 November 18, 2022 Dear FNF Shareholder: On March 16, 2022, Fidelity National Financial, Inc. (“FNF”) announced its intention to separate F&G Annuities & Life, Inc. (“F&G”) from FNF. The separation will be effected through a dividend of approximately 15% of the common stock of F&G to FNF shareholders on a pro rata basis. The separation and distribut |
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| November 16, 2022 |
F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 F&G Annuities & Life, Inc. 801 Grand Avenue, Suite 2600 Des Moines, Iowa 50309 November 16, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Messrs. John Stickel and John Dana Brown Re: F&G Annuities & Life, Inc. Request for Acceleration of Effectiveness of Registration Statement on Form 10 (File No. 001-41490) D |
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| November 10, 2022 |
Exhibit 10.8 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page Article 1. Establishment, Objectives, and Duration 1 1.1. Establishment of the Plan.. 1 1.2. Objectives of the Plan. 1 1.3. Duration of the Plan.. 1 Article 2. Definitions 1 Article 3. Administration 6 3.1. The Committee.. 6 3.2. Authority of the Committee. 6 3.3. Decisions Binding.. 6 Article 4. Shares Subj |
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| November 10, 2022 |
Form of F&G Annuities & Life, Inc. Deferred Compensation Plan Exhibit 10.25 F&G Annuities & Life, Inc. Deferred Compensation Plan Effective January 1, 2023 ARTICLE I Establishment and Purpose 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 7 ARTICLE IV Deferrals 7 ARTICLE V Company Contributions 10 ARTICLE VI Benefits 11 ARTICLE VII Modifications to Payment Schedules 14 ARTICLE VIII Valuation of Account Balances; Investments 15 ARTICLE I |
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| November 10, 2022 |
Exhibit 10.9 F&G ANNUITIES & LIFE, INC. EMPLOYEE STOCK PURCHASE PLAN F&G Annuities & Life, Inc., a Delaware corporation (hereinafter referred to as the ?Company?), hereby adopts the F&G Annuities & Life, Inc. Employee Stock Purchase Plan? (hereinafter referred to as the ?Plan?), effective as of January 1, 2023. The Plan shall remain in effect, subject to the right of the Board to amend or terminat |
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| November 10, 2022 |
As filed with the Securities and Exchange Commission on November 10, 2022. File No. 001-41490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 F&G Annuities & Life, Inc. (Exact name of Registrant as specified in its charter) Delaware |
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| November 10, 2022 |
Exhibit 99.1 , 2022 Dear FNF Shareholder: On March 16, 2022, Fidelity National Financial, Inc. (?FNF?) announced its intention to separate F&G Annuities & Life, Inc. (?F&G?) from FNF. The separation will be effected through a dividend of approximately 15% of the common stock of F&G to FNF shareholders on a pro rata basis. The separation and distribution will result in FNF and F&G operating as two |
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| October 26, 2022 |
Information Statement of F&G Annuities & Life, Inc., preliminary and subject to completion, dated Exhibit 99.1 [l], 2022 Dear FNF Shareholder: On March 16, 2022, Fidelity National Financial, Inc. (?FNF?) announced its intention to separate F&G Annuities & Life, Inc. (?F&G?) from FNF. The separation will be effected through a dividend of approximately 15% of the common stock of F&G to FNF shareholders on a pro rata basis. The separation and distribution will result in FNF and F&G operating as t |
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| October 26, 2022 |
Exhibit 21 Subsidiaries of F&G Annuities & Life, Inc. Entity Jurisdiction CF Bermuda Holdings Limited Bermuda F&G Cayman Re Ltd. Cayman FGL US Holdings Inc. Delaware Fidelity & Guaranty Life Holdings, Inc. Delaware Fidelity & Guaranty Life Business Services, Inc. Delaware Fidelity & Guaranty Life Insurance Company Iowa Freedom Equity Group, L.L.C. Delaware Origin8cares Holding Company, Inc. Delawa |
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| October 26, 2022 |
Form of F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan EX-10.8 4 fidelity-ex108xform10a2.htm EX-10.8 Exhibit 10.8 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page Article 1. Establishment, Objectives, and Duration 1 1.1. Establishment of the Plan.. 1 1.2. Objectives of the Plan. 1 1.3. Duration of the Plan.. 1 Article 2. Definitions 1 Article 3. Administration 6 3.1. The Committee.. 6 3.2. Authority of the Committee. 6 3.3 |
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| October 26, 2022 |
EX-10.24 8 fidelity-ex1024xform10x12b.htm EX-10.24 Exhibit 10.24 DATED 17 DECEMBER 2020 (1) F&G ANNUITIES & LIFE, INC. (2) F&G CAYMAN RE LTD. KEEPWELL AGREEMENT This Keepwell Agreement (this “Agreement”) is made on 17 December 2020 BETWEEN (1) F&G Annuities & Life, Inc., a Delaware corporation having its registered office at the offices of 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309 (“Par |
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| October 26, 2022 |
As filed with the Securities and Exchange Commission on October 26, 2022. As filed with the Securities and Exchange Commission on October 26, 2022. File No. 001-41490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 F&G Annuities & Life, Inc. (Exact name of Registrant as specified in its charter) Delaware 8 |
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| October 26, 2022 |
Exhibit 10.22 NOTE PURCHASE AGREEMENT dated as of December 20, 2021 between KUBERA INSURANCE (SAC) LTD. acting in respect of its segregated account ?ANNUITY REINSURANCE CELL A1? as Issuer and F&G ANNUITIES & LIFE, INC. as Noteholder TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II NOTE 4 Article III TERM 12 Article IV REPRESENTATIONS AND WARRANTIES 12 Article V COVENANTS 15 Article VI EVE |
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| October 26, 2022 |
Form of F&G Annuities & Life, Inc. EX-10.9 5 fidelity-ex109xform10a2.htm EX-10.9 Exhibit 10.9 F&G ANNUITIES & LIFE, INC. EMPLOYEE STOCK PURCHASE PLAN F&G Annuities & Life, Inc., a Delaware corporation (hereinafter referred to as the “Company”), hereby adopts, amends and restates the F&G Annuities & Life, Inc. Employee Stock Purchase Plan” (hereinafter referred to as the “Plan”), effective as of [], 2022. The Plan shall remain in ef |
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| October 26, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| October 26, 2022 |
Exhibit 10.23 DATED 17 DECEMBER 2020 (1) F&G ANNUITIES & LIFE, INC. (2) F&G CAYMAN RE LTD. KEEPWELL AGREEMENT This Keepwell Agreement (this ?Agreement?) is made on 17 December 2020 BETWEEN (1) F&G Annuities & Life, Inc., a Delaware corporation having its registered office at the offices of 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309 (?Parent?); and (2) F&G Cayman Re Ltd., a company incorp |
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| October 26, 2022 |
Form of Amended and Restated Bylaws of F&G Annuities & Life, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF F&G ANNUITIES & LIFE, INC. AS ADOPTED ON [l] ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of F&G Annuities & Life, Inc. (the ?Corporation?) shall be 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, 19801 and the name of its registered agent is ?The Corporation Trust Company?. Section 1.2 Other Offi |
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| October 26, 2022 |
of Incorporation of F&G Annuit EX-3.1 2 fidelity-ex31xform10x12ba2.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F&G ANNUITIES & LIFE, INC. F&G Annuities & Life, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: First: The Corporation was originally incorporated under the name “F&G Annuities & Life, Inc.” The Corp |
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| October 4, 2022 |
Form of Notice Regarding the Internet Availability of Information Statement Materials D 88 77 1- P7 87 37 See the reverse side for instructions on how to access materials. |
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| October 4, 2022 |
Exhibit 10.16 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Second Amended and Restated Investment Management Agreement (the ?Agreement?), dated as of June 1, 2020 and effective as of June 1, 2020 (the ?Second A&R Effective Date?), is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa (the ?Company?) and Blackstone |
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| October 4, 2022 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| October 4, 2022 |
Exhibit 10.15 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Second Amended and Restated Investment Management Agreement (the ?Agreement?), dated as of June 1, 2020 and effective as of June 1, 2020 (the ?Second A&R Effective Date?), is by and between CF Bermuda Holdings Limited, a Bermuda exempted company organized under the laws of Bermuda (the ?Company?) and Blackstone ISG-I Ad |
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| October 4, 2022 |
Exhibit 10.19 INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the ?Agreement?), dated as of January 4, 2021, is by and between F&G Annuities & Life, Inc., a corporation organized under the laws of Delaware (the ?Company?), and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the ?Investment Manager?). WHEREAS, the Company desires that the Investment Man |
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| October 4, 2022 |
As filed with the Securities and Exchange Commission on October 4, 2022. As filed with the Securities and Exchange Commission on October 4, 2022. File No. 001-41490 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 F&G Annuities & Life, Inc. (Exact name of Registrant as specified in its charter) Delaware 85 |
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| October 4, 2022 |
Exhibit 10.11 FGL Holdings 4th Floor, Boundary Hall Cricket Square Grand Cayman Cayman Islands KY1-1102 June 1, 2020 Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attn: Jeffrey Iverson, Esq. Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Email: [email protected] Attn: General Counsel Amended and R |
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| October 4, 2022 |
Exhibit 10.14 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Second Amended and Restated Investment Management Agreement (the ?Agreement?), dated as of June 1, 2020 and effective as of June 1, 2020 (the ?Second A&R Effective Date?), is by and between F&G Life Re Ltd (f/k/a F&G Re Ltd), a Bermuda Class C reinsurance company organized under the laws of Bermuda (the ?Company?) and B |
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| October 4, 2022 |
Exhibit 10.18 EXECUTION VERSION INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the ?Agreement?), dated as of December 16, 2020, is by and between F&G Cayman Re Ltd., a Cayman Islands exempted company organized under the laws of the Cayman Islands (the ?Company?) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the ?Investment Manager?). WHEREAS, th |
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| October 4, 2022 |
Exhibit 10.21 F&G Annuities & Life Inc. 801 Grand St., Ste 2600, Des Moines, IA 50309 September 24, 2021 Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attention: Robert Young, Esq. Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Email: [email protected] Attention: General Counsel Amended and Restated |
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| October 4, 2022 |
Exhibit 10.10 FGL Holdings 4th Floor, Boundary Hall Cricket Square Grand Cayman Cayman Islands KY1-1102 June 1, 2020 Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attn: Jeffrey Iverson, Esq. Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Email: [email protected] Attn: General Counsel Investment Ma |
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| October 4, 2022 |
Form of Amended and Restated Bylaws of F&G Annuities & Life, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF F&G ANNUITIES & LIFE, INC. AS ADOPTED ON [l] ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of F&G Annuities & Life, Inc. (the ?Corporation?) shall be 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, 19801 and the name of its registered agent is ?The Corporation Trust Company?. Section 1.2 Other Offi |
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| October 4, 2022 |
Exhibit 10.20 Execution Version INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the ?Agreement?), dated and effective as of July 29, 2021 (the ?Effective Date?), is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa (the ?Company?), solely with respect to the Company?s separate account relating to the Company?s p |
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| October 4, 2022 |
EX-10.13 6 fidelity-ex1013xform10x12ba.htm EX-10.13 Exhibit 10.13 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Second Amended and Restated Investment Management Agreement (the “Agreement”), dated as of June 1, 2020 and effective as of June 1, 2020 (the “Second A&R Effective Date”), is by and between Fidelity & Guaranty Life Holdings, Inc., a corporation organized under the laws |
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| October 4, 2022 |
Information Statement of F&G Annuities & Life, Inc., preliminary and subject to completion, dated EX-99.1 15 fidelity-ex991xform10x12ba.htm EX-99.1 Exhibit 99.1 [l], 2022 Dear FNF Shareholder: On March 16, 2022, Fidelity National Financial, Inc. (“FNF”) announced its intention to separate F&G Annuities & Life, Inc. (“F&G”) from FNF. The separation will be effected through a dividend of approximately 15% of the common stock of F&G to FNF shareholders on a pro rata basis. The separation and dist |
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| October 4, 2022 |
Exhibit 10.17 EXECUTION VERSION INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the ?Agreement?), dated as of September 30, 2020, is by and between Freestone Re Ltd., a Cayman Islands exempted company organized under the laws of the Cayman Islands (the ?Company?) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the ?Investment Manager?). WHEREAS, th |
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| October 4, 2022 |
Exhibit 10.12 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Second Amended and Restated Investment Management Agreement (the ?Agreement?), dated as of June 1, 2020 and effective as of June 1, 2020 (the ?Second A&R Effective Date?), is by and between FGL US Holdings Inc., a corporation organized under the laws of Delaware (the ?Company?) and Blackstone ISG-I Advisors L.L.C., a De |
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| August 31, 2022 |
Form of F&G Annuities & Life, Inc. EX-10.9 17 fidelity-exhibit109xform10.htm EX-10.9 Exhibit 10.9 F&G ANNUITIES & LIFE, INC. EMPLOYEE STOCK PURCHASE PLAN F&G Annuities & Life, Inc., a Delaware corporation (hereinafter referred to as the “Company”), hereby adopts, amends and restates the F&G Annuities & Life, Inc. Employee Stock Purchase Plan” (hereinafter referred to as the “Plan”), effective as of [], 2022. The Plan shall remain i |
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| August 31, 2022 |
Form of Corporate Services Agreement between Fidelity National Financial, Inc. and F&G EX-10.2 10 fidelity-exhibit102xform10.htm EX-10.2 Exhibit 10.2 CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.) This Corporate Services Agreement (this “Agreement”) is dated as of [l], 2022, by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF” or “PROVIDING PARTY”) and F&G Annuities & Life, Inc. a Delaware corporation (“F&G” or “RECEIVING PARTY”). FNF and F&G sh |
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| August 31, 2022 |
Skadden, Arps, Slate, Meagher & Flom LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
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| August 31, 2022 |
Form of F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan EX-10.8 16 fidelity-exhibit108xform10.htm EX-10.8 Exhibit 10.8 F&G ANNUITIES & LIFE, INC. 2022 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page Article 1. Establishment, Objectives, and Duration 1 1.1. Establishment of the Plan.. 1 1.2. Objectives of the Plan. 1 1.3. Duration of the Plan.. 1 Article 2. Definitions 1 Article 3. Administration 6 3.1. The Committee.. 6 3.2. Authority of the Committee. 6 |
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| August 31, 2022 |
Form of Tax Sharing Agreement between Fidelity National Financial, Inc. and F&G EX-10.1 9 fidelity-exhibit101xform10.htm EX-10.1 Exhibit 10.1 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this "Agreement") dated as of [•], 2022 among Fidelity National Financial Inc., a Delaware corporation ("FNF"), and F&G Annuities & Life, Inc, a Delaware corporation and direct, wholly-owned subsidiary of FNF and member of the consolidated group for U.S. federal tax purposes of which FNF |
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| August 31, 2022 |
EX-21 18 fidelity-exhibit21xform10a.htm EX-21 Exhibit 21 Subsidiaries of F&G Annuities and Life, Inc. Entity Jurisdiction CF Bermuda Holdings Limited Bermuda F&G Cayman Re Ltd. Cayman FGL US Holdings Inc. Delaware Fidelity & Guaranty Life Holdings, Inc. Delaware Fidelity & Guaranty Life Business Services, Inc. Delaware Fidelity & Guaranty Life Insurance Company Iowa Freedom Equity Group, L.L.C. De |
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| August 31, 2022 |
mended and Restated Certificate of Incorporation of F&G EX-3.1 3 fidelity-exhibit31xform10.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F & G ANNUITIES & LIFE, INC. F & G Annuities & Life, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: First: The Corporation was originally incorporated under the name “F & G Annuities & Life, Inc.” The |
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| August 31, 2022 |
EX-4.1 5 fidelity-exhibit41xform10.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTY HERETO INDENTURE Dated as of April 20, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE ISSUANCE OF NOTES IN SERIES TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference SECTION 1.1. Definitions 1 SECTION 1. |
