NEW YORK and DES MOINES, Iowa, Nov.
30, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF
Corp."), HRG Group, Inc. (NYSE: HRG) and Fidelity & Guaranty
Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed
annuities and life insurance in the U.S., announced today that they
have completed their previously announced merger transaction under
which CF Corp. acquired FGL for $31.10 per share in cash, or a total of
approximately $1.835 billion, plus
the assumption of $405 million of
existing debt.
Upon completion of this acquisition, CF Corp. has changed its
name to FGL Holdings and will trade on the New York Stock Exchange
(NYSE) under the ticker symbol FG commencing on December 1, 2017. The FGL Holdings companies
include Fidelity & Guaranty Life Insurance Company, an
Iowa-domiciled company offering
annuities and life insurance products, Fidelity & Guaranty Life
Insurance Company of New York, a
New York domiciled company
offering annuities and life insurance products, F&G Re Ltd, a
Bermuda-based reinsurer, and Front
Street Re, a Cayman-based reinsurer.
Messrs. Chinh E. Chu and
William P. Foley, II, co-founders of
CF Corp., are serving as Co-Chairmen of the Board of FGL Holdings,
which will be composed of a majority of independent directors.
Chris Littlefield, President and
Chief Executive Officer of the newly named FGL Holdings, is
continuing to lead the management team.
Mr. Chu said, "We are pleased to complete this important
transaction and are excited about the future of FGL Holdings. We
look forward to working closely with Chris and the rest of the
management team to provide industry-leading retirement savings and
life insurance products to policyholders and drive value for our
shareholders as FGL Holdings enters its next phase of growth."
Mr. Foley added, "FGL Holdings is a high-quality enterprise
serving the retirement needs of an important market. We believe
this transaction will enable us to generate meaningful returns for
our shareholders and deliver best-in-class solutions for
policyholders."
Mr. Ehsan Zargar—HRG Group Executive Vice President, Chief
Operating Officer, General Counsel and Corporate Secretary—noted,
"This is a tremendous transaction and we are very happy to have
completed it for the benefit of all shareholders. We thank all of
the parties for their efforts in navigating this transaction
through to a successful outcome."
Mr. Littlefield added, "We are excited to establish ourselves as
FGL Holdings and are well positioned to enter our next chapter. We
remain focused on continuing to provide our distribution partners,
agents and policyowners with compelling insurance products that
serve their needs and generate value for all our stakeholders."
Key Transaction Terms and Details
The transaction was financed with $1.2
billion from CF Corp.'s IPO and forward purchase agreements,
and more than $700 million in
additional new common and preferred equity. Funds advised by
Blackstone Tactical Opportunities, funds advised by GSO Capital
Partners LP (Blackstone's credit platform) and Fidelity National
Financial, Inc. provided a full backstop funding commitment to
ensure certainty of funding.
Subsidiaries of FGL Holdings have entered into investment
management agreements with affiliates of Blackstone. This agreement
provides access to Blackstone's superior investment management and
strategic oversight capabilities to drive additional value creation
for FGL Holdings and policyholders, while continuing FGL
Holdings' current focus on high-quality investment grade
assets.
In connection with the transaction, CF Corp. also acquired
certain reinsurance companies from HRG Group, a diversified holding
company and FGL's former largest shareholder.
About FGL Holdings
FGL Holdings, through its subsidiaries, offers fixed index
annuities and life insurance products and partners with an
established network of independent marketing organizations and
their independent agents to distribute these products.
The FGL Holdings family of companies includes
- Fidelity & Guaranty Life Insurance Company, an annuity and
life insurance company based in Des
Moines, IA
- Fidelity & Guaranty Life Insurance Company of New York
- F&G Re Ltd, a Bermuda-based reinsurer
For more information, please visit www.fglife.bm.
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. FGL Holdings' actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "might" and "continues," and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, FGL Holdings' expectations with respect to future
performance and anticipated financial impact of the business
combination. These forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ
materially from expected results. Most of these factors are outside
FGL Holdings' control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) the
outcome of any legal proceedings that may be instituted against FGL
Holdings' in connection with the merger agreement and the
transactions contemplated therein; (2) the inability to obtain or
maintain the listing of FGL Holdings' ordinary shares on the New
York Stock Exchange following the business combination; (3) the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; (4) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key
employees; (5) costs related to the business combination; (6)
changes in applicable laws or regulations; (7) the possibility that
FGL Holdings may be adversely affected by other economic, business,
and/or competitive factors; and (8) other risks and uncertainties
identified in CF Corp.'s proxy statement relating to the business
combination, including those under "Risk Factors" therein, and in
CF Corp.'s and FGL's other filings with the SEC. FGL Holdings
cautions that the foregoing list of factors is not exclusive.
Readers should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. FGL Holdings does
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based,
subject to applicable law. The information contained in any website
referenced herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
FGL Holdings Contacts:
Investors and Media:
Diana Hickert-Hill
FGL Holdings
investors@fglife.bm; media@fglife.bm
410.487.0992
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SOURCE FGL Holdings