DES MOINES, Iowa, Nov. 15, 2017 /PRNewswire/ -- Fidelity &
Guaranty Life (NYSE: FGL) announced today the expiration and final
results of the solicitation of consents (the "Consent
Solicitation") by Fidelity & Guaranty Life Holdings, Inc.
("FGLH") from holders of FGLH's 6.375% Senior Notes due 2021 (the
"Notes") (CUSIP Nos. 315786 AA1 (144A) and U30050 AA3 (Reg S)) to
adopt certain proposed amendments ("Proposed Amendments") to the
indenture governing the Notes ("Indenture"). The Consent
Solicitation expired at 5:00 p.m.,
New York City time, on
November 14, 2017. As of the
expiration of the Consent Solicitation, registered holders of the
Notes of record (each a "Holder" and, collectively, the "Holders")
at 5:00 p.m., New York City time, on November 7, 2017, holding $296,637,000 aggregate principal amount of the
Notes representing approximately 98.88% of the total outstanding
principal amount of the Notes, validly delivered and did not
validly withdraw consents to the Proposed Amendments pursuant to
the Consent Solicitation. FGLH has accepted all consents that were
validly delivered and not validly withdrawn pursuant to the Consent
Solicitation prior to the expiration date. FGLH will pay a cash
payment equal to $10.00 per
$1,000 principal amount of Notes (the
"Consent Consideration") for such consents no later than the third
business day following the time at which all the conditions with
respect to the Consent Solicitation, including the consummation of
the Acquisition (as defined below), have been satisfied or waived.
FGLH intends to execute an amended and restated indenture
amending and restating the Indenture (the "A&R Indenture") with
the trustee and the guarantors party thereto that contains the
Proposed Amendments. The A&R Indenture will be effective upon
execution and will constitute a binding agreement among FGLH, the
guarantors party thereto and the trustee; however, the A&R
Indenture will not become operative until immediately prior to the
consummation of the previously announced acquisition of Fidelity
& Guaranty Life (the "Acquisition") pursuant to the Agreement
and Plan of Merger (the "Merger Agreement"), by and among Fidelity
& Guaranty Life, CF Corporation ("CF Corp") and the other
parties thereto, which Acquisition is expected to occur by the end
of the fourth calendar quarter of 2017. The Proposed Amendments and
the new guarantees referred to below will cease to be operative if
the Acquisition is not consummated or FGLH does not pay the Consent
Consideration to the paying agent for the benefit of the
Holders.
As further described in the Consent Solicitation Statement (as
defined below), guarantees of the Notes by certain new guarantors
will be effected gratuitously and will be provided in respect of
the Notes upon consummation of the Acquisition to the extent that
the Notes are then outstanding and have not been defeased or
satisfied and discharged.
The Consent Solicitation was made pursuant to the terms and
subject to the conditions set forth in the Consent Solicitation
Statement dated November 8, 2017 (the
"Consent Solicitation Statement") and the accompanying consent form
(the "Consent Form"). FGLH may, in its sole discretion, abandon or
withdraw the Consent Solicitation at any time as described in the
Consent Solicitation Statement. If the Consent Solicitation is
abandoned or withdrawn, the Proposed Amendments will have no effect
on the Original Indenture, the Notes or the Holders of the
Notes.
FGLH has engaged RBC Capital Markets, LLC to act as solicitation
agent ("Solicitation Agent") in connection with the Consent
Solicitation. Questions regarding the Consent Solicitation may be
directed to the Solicitation Agent at (212) 618-7843 (toll-free) or
(877) 381-2099 (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 (800)
735-3591 (toll-free), (212) 269-5550 or by e-mail at
fgl@dfking.com.
The guarantees provided by the new guarantors under the A&R
Indenture will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), and, unless so registered, may
not be offered or sold in the United
States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and any other applicable securities laws.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Actual results may differ
from FGLH's expectations, estimates or projections and
consequently, you should not rely on these forward looking
statements as predictions of future events. These forward-looking
statements include, without limitation, (i) the Proposed Amendments
and the operativeness of the A&R Indenture giving effect
thereto, (ii) the expected payment of the Consent Consideration,
and (iii) the consummation of the Acquisition of FGL. Actual
results may differ materially due to a variety of factors
including: changed market conditions, failure to satisfy the
conditions for completing the Acquisition or consummating the
Consent Solicitation and other factors listed under
"Forward-Looking Statements" in the Consent Solicitation Statement.
Except as may be required by law, FGLH does not intend to update or
revise forward-looking statements to reflect changed assumptions or
future events.
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.
Investor Contact:
Diana Hickert-Hill
Fidelity & Guaranty Life
Investor.Relations@fglife.com
410-487-0992
Media Contact:
Jamie Tully or David Millar
Sard Verbinnen & Co
212-687-8080
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SOURCE Fidelity & Guaranty Life