|
Item 7.01.
|
Regulation FD Disclosure.
|
On May 24, 2017, CF Corporation (the “
Company
”)
issued a press release (the “
Press Release
”) announcing the execution of an Agreement and Plan of Merger (the
“
Merger Agreement
”), by and among the Company, FGL Merger Sub Inc., a Delaware corporation and an indirect
wholly owned subsidiary of the Company (“
Merger Sub
”), and Fidelity & Guaranty Life, a Delaware corporation
(“
FGL
”) (NYSE: FGL), pursuant to which Merger Sub will be merged with and into FGL and FGL
will continue as an indirect wholly owned subsidiary of the Company (such merger and the other transactions contemplated by
the Merger Agreement, the “
Business Combination
”).
We have furnished as Exhibit 99.1 hereto
a copy of the Press Release.
The information in this Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “
Exchange Act
”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “
Securities Act
”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information About the Business Combination
In connection with the proposed Business
Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the United States
Securities and Exchange Commission (“
SEC
”).
The Company’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement
and documents incorporated by reference therein as these materials will contain important information about FGL, the Company
and the Business Combination.
When available, the definitive proxy statement and other relevant materials will be mailed to
shareholders of the Company as of a record date to be established for voting on the Business Combination. Shareholders will also
be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the
SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: CF Corporation, 1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Douglas B. Newton,
Chief Financial Officer (212) 355-5515.
Participants in the Solicitation
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a description of their interests in the Company
is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with
the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to CF Corporation,
1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Douglas B. Newton, Chief Financial Officer, (212) 355-5515. Additional
information regarding the interests of such participants will be contained in the proxy statement for the Business Combination
when available.
FGL and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination will be included in the proxy statement for the Business Combination when available.
Disclaimer
This communication shall not constitute
a solicitation of a proxy, consent or authorization with respect to any vote in any jurisdiction in respect of the Business Combination.
This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of section 10 of the Securities Act.