DES MOINES, Iowa, March 24, 2016 /PRNewswire/ -- Fidelity
& Guaranty Life (NYSE: FGL) announced today that its
subsidiary, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"),
is soliciting ("Consent Solicitation") consents ("Consents") from
holders of its 6.375% Senior Notes due 2021 ("Notes") (CUSIP No.
315786 AA1 (144A) and U30050 AA3 (Reg S)) to certain proposed
amendments ("Proposed Amendments") to the indenture governing the
Notes ("Indenture"). The Consent Solicitation is being conducted in
connection with the previously announced Agreement and Plan of
Merger ("Merger Agreement"), by and among Fidelity & Guaranty
Life, Anbang Insurance Group Co., Ltd. ("Anbang") and the other
parties thereto. Under the terms of the Merger Agreement, a
subsidiary of Anbang will merge with and into Fidelity &
Guaranty Life ("Merger").
FGLH is offering a cash payment, equal to $7.50 for each $1,000 principal amount of the Notes ("Consent
Fee") for which Consents are delivered, to Holders (as defined
below) of such Notes who consent to following Proposed
Amendments:
- the defined term "Change of Control" in the Indenture will be
amended to provide that the Merger will not constitute a Change of
Control, and the defined term "Permitted Holders" used therein and
elsewhere in the Indenture will be amended to provide that Anbang
will be a Permitted Holder, as such term is used in the change of
control provisions and in the provision that permits transactions
pursuant to which a Permitted Holder may provide certain services
to FGLH and/or its subsidiaries, at cost; and
- Section 3.2 (Reports) of the Indenture will be amended to
provide that, only with respect to the fiscal quarter in which the
Merger is consummated ("Relevant Quarter"), FGLH will have 75 days
(rather than 45 days) after the end of such Relevant Quarter to
furnish certain reports to the Trustee (as defined in the
Indenture) as required pursuant to the terms of the Indenture.
The Consent Solicitation is subject to the terms and conditions
set forth in the Consent Solicitation Statement dated March 24, 2016 ("Consent Solicitation Statement")
and the accompanying consent form ("Consent Form"), which are being
distributed to Holders of the Notes.
In order to receive a Consent Fee, holders of record (each a
"Holder" and, collectively, the "Holders") at 5:00 p.m., New York
City time, on March 23, 2016
of the Notes need to validly deliver their Consents prior to
5:00 p.m., New York City time, on April 5, 2016 (as such time and date may be
extended or earlier terminated, the "Expiration Date"). Payment of
a Consent Fee for the Notes is conditioned upon the receipt by FGLH
of Consents in respect of a majority in aggregate principal amount
of the Notes ("Requisite Consent"). FGLH will pay the Consent Fee
for the Notes promptly following the time at which all the
conditions with respect to the Consent Solicitation, including the
consummation of the Merger, have been satisfied or waived. Holders
of Notes for which no Consent is validly delivered prior to the
Expiration Date (or for which a Consent is delivered and later
revoked) will not receive a Consent Fee, even though the Proposed
Amendments, if they become operative, will bind all Holders and any
subsequent holders of the Notes.
Adoption of the Proposed Amendments is not a condition to the
consummation of the Merger. FGLH expects to execute a supplemental
indenture after the Requisite Consent has been obtained. Upon its
execution, the supplemental indenture will be effective and
constitute a binding agreement among FGLH, the subsidiary
guarantors party thereto and the Trustee. However, the Proposed
Amendments will not become operative until immediately prior to the
consummation of the Merger and will cease to be operative if the
Merger is not consummated.
FGLH may, in its sole discretion, terminate, extend or amend the
Consent Solicitation at any time as described in the Consent
Solicitation Statement. If the Consent Solicitation is terminated,
the Proposed Amendments will have no effect on the Indenture, the
Notes or the Holders of the Notes.
FGLH has engaged Credit Suisse Securities (USA) LLC to act as solicitation agent
("Solicitation Agent") in connection with the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to
Credit Suisse Securities (USA) LLC
at (800) 820-1653 (toll-free) or (212) 325-2476 (collect). FGLH has
engaged D.F. King & Co., Inc. to
act as information agent and tabulation agent ("Information and
Tabulation Agent") and paying agent for the Consent Solicitation.
Requests for documents relating to the Consent Solicitation may be
obtained from D.F. King & Co.,
Inc. at (877) 732-3619 (toll-free), (212) 269-5550 or by e-mail at
fgl@dfking.com.
On March 14, 2016, Fidelity &
Guaranty Life received notification from the Committee on Foreign
Investment in the United States
("CFIUS") that, following its review of the transactions
contemplated by the Merger Agreement, CFIUS has concluded all
action under Section 721 of the Defense Production Act of 1950, as
amended, and determined that there are no unresolved national
security concerns with respect to such transactions. The foregoing
satisfies the closing condition regarding CFIUS in the Merger
Agreement. Additionally, on March 18,
2016, Fidelity & Guaranty Life filed an information
statement with the U.S. Securities and Exchange Commission in
connection with the Merger.
This press release is for informational purposes only and the
Consent Solicitation is only being made pursuant to the terms of
the Consent Solicitation Statement and the related Consent Form.
The Consent Solicitation is not being made to, and Consents are not
being solicited from, Holders of Notes in any jurisdiction in which
it is unlawful to make such Consent Solicitation or grant such
Consent. None of FGLH, the Trustee, the Solicitation Agent or the
Information and Tabulation Agent makes any recommendation as to
whether or not Holders should deliver Consents. Each Holder must
make its own decision as to whether or not to deliver Consents.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Forward-Looking Statements
This press release may contain forward-looking information and
statements relating to the Consent Solicitation, the Merger and
other matters. Any statements included in this press release that
address activities, events or developments that will or may occur
in the future are forward looking, and include among others,
statements regarding: (i) the Proposed Amendments, (ii) the
expected payment of a Consent Fee, and (iii) the consummation of
the Merger. Actual results may differ materially due to a variety
of factors including: changed market conditions, the conditions for
completing the Merger, the participation of and level of
participation by the Holders of Notes in the Consent Solicitation
and other factors listed under "Forward-Looking Statements" in the
Consent Solicitation Statement. FGLH does not intend to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operation results.
About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company,
helps middle-income Americans prepare for retirement. Through its
subsidiaries, the company offers fixed annuity and life insurance
products distributed by independent agents through an established
network of independent marketing organizations. Fidelity
& Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York
Stock Exchange under the ticker symbol FGL. For more information,
please visit www.fglife.com.
Investor Contact:
Lisa Foxworthy-Parker
Fidelity & Guaranty Life
Investor.Relations@fglife.com
515-330-3307
Media Contact:
Sard Verbinnen & Co
Jamie Tully or David
Millar
212-687-8080
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SOURCE Fidelity & Guaranty Life