Fidelity National Financial (FNF) 8-KF&G Annuities & Life Announces Early Results of Cash Tender Offer for Senior Notes

On June 4, 2024, Fidelity National Financial, Inc.’s (the “Company”) majority-owned subsidiary F&G Annuities & Life, Inc., a Delaware corporation (“F&G”), completed the public offering of $550 million aggregate principal amount of its 6.500% Senior Notes due 2029 (the “New Notes”). The New Notes were registered pursuant to F&G’s registration statement on Form S-3 (File No. 333-275867) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2023 and were offered to the public pursuant to the prospectus supplement, dated May 20, 2024, to the prospectus, dated December 7, 2023, which forms a part of the Registration Statement. The New Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement (together, the “Guarantors” and each, a “Guarantor”).

F&G intends to use a portion of the net proceeds from the offering of the New Notes to finance a cash tender offer (the “Tender Offer”) by Fidelity & Guaranty Life Holdings, Inc. (“FGLH”), its wholly-owned subsidiary and a Guarantor, for up to $250,000,000 aggregate principal amount (the “Maximum Amount”) of FGLH’s 5.50% Senior Notes due 2025 (the “FGLH Notes”). F&G intends to use the remaining net proceeds from the offering of the New Notes for general corporate purposes, which may include the repurchase, redemption or repayment at maturity of outstanding indebtedness.

In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated May 20, 2024, among F&G, the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

The New Notes were issued pursuant to an indenture, dated as of January 13, 2023 (the “Base Indenture”), among F&G, the Guarantors and Citibank, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, dated as of January 26, 2023 (the “Second Supplemental Indenture”), between CF Bermuda Holdings Limited and the Trustee, and by a Fourth Supplemental Indenture, dated as of June 4, 2024 (the “Fourth Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), among F&G, the Guarantors and the Trustee. The New Notes are the senior unsecured, unsubordinated obligations of F&G and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by the Guarantors. The New Notes will bear interest at a rate equal to 6.500% per year, payable semi-annually in arrears on June 4 and December 4 of each year, beginning on December 4, 2024. The New Notes will mature on June 4, 2029, unless earlier repurchased or redeemed.

At any time prior to May 4, 2029 (the “Par Call Date”), F&G will have the right to redeem the New Notes at its option, in whole or in part, at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal of and interest on the New Notes to be redeemed discounted to the redemption date (assuming the New Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture), plus 35 basis points, less (b) accrued and unpaid interest thereon to, but not including, the redemption date; and (ii) 100% of the principal amount of the New Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. At any time on or after the Par Call Date, F&G will have the right to redeem the New Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

The interest rate payable on the New Notes will be subject to adjustment from time to time if either S&P or Fitch (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit ratings assigned to the New Notes, under the terms of the Indenture.

Upon a Change of Control Triggering Event, as defined in the Indenture, with respect to the New Notes, F&G is required, subject to certain exceptions, to offer to purchase all of the New Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date.

On June 4, 2024, F&G issued a press release announcing the early tender results of FGLH’s previously announced Tender Offer, the terms and conditions of which are set forth in an Offer to Purchase (the “Offer to Purchase”), dated May 20, 2024.

On June 5, 2024 (the “Early Payment Date”), FGLH intends to accept for purchase the FGLH Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to 5:00 p.m., New York City time, on June 3, 2024 (the “Early Participation Date”), in an aggregate principal amount equal to the Maximum Amount. Such FGLH Notes are expected to be canceled in connection with the Tender Offer and will no longer be outstanding. FGLH Notes validly tendered and not validly withdrawn and not purchased on the Early Payment Date will be returned to holders promptly after the Early Payment Date.

Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 18, 2024, because the aggregate principal amount of the FGLH Notes validly tendered and not validly withdrawn prior to or at the Early Participation Date exceeded the Maximum Amount, there will be no Final Payment Date (as defined in the Offer to Purchase), and no FGLH Notes validly tendered and not validly withdrawn after the Early Participation Date will be accepted for purchase. A copy of the press release announcing the early tender results of the Tender Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included in Item 8.01 of this report and the press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to purchase securities that are the subject of the Tender Offer.

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These forward-looking statements are based on our current beliefs, understandings and expectations and may relate to, among other things, statements regarding our current beliefs, understanding and expectations regarding this incident and its impact on our business, operations and financial results. These forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied include legal, regulatory, reputational, operational, and financial risks resulting from this incident, our ongoing investigation of the incident, including the Company’s potential discovery of additional information related to the incident in connection with this investigation, any potential customer and regulatory inquiries and/or litigation to which the Company may become subject in connection with this incident, the extent of remediation and other additional costs that may be incurred by the Company in connection with this incident, the extent of insurance coverage and contractual indemnification, and the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024, and our other filings with the SEC. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.