DES MOINES, Iowa, Nov. 8, 2017 /PRNewswire/ -- Fidelity &
Guaranty Life (NYSE: FGL) announced today that its subsidiary,
Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), is soliciting
consents (the "Consent Solicitation") from holders of its 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 is being conducted in
connection with the previously announced Agreement and Plan of
Merger (the "Merger Agreement"), by and among Fidelity &
Guaranty Life, CF Corporation ("CF Corp") and the other parties
thereto. Under the terms of the Merger Agreement, a
subsidiary of CF Corp will merge with and into Fidelity &
Guaranty Life ("Acquisition").
FGLH is offering a cash payment, equal to $10.00 for each $1,000 principal amount of the Notes for which
consents are delivered (the "Consent Consideration"), to Holders
(as defined below) of such Notes who consent to the Proposed
Amendments. If FGLH receives the Requisite Consents (as defined
herein) and the other conditions to the Consent Solicitation are
satisfied or waived, then certain defined terms, restrictive
covenants and the reporting requirement in the Indenture will be
amended under the Indenture.
As further described in the Consent Solicitation Statement (as
defined below), whether or not the Requisite Consents are obtained,
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. Accordingly, no vote or consent is being sought from
the Holders for such new guarantees.
The Consent Solicitation is subject to the terms and conditions
set forth in the Consent Solicitation Statement dated November 8, 2017 (the "Consent Solicitation
Statement") and the accompanying consent form (the "Consent Form"),
which are being distributed to Holders of the Notes.
In order to receive the Consent Consideration, 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, need to validly
deliver their Consents prior to 5:00
p.m., New York City time,
on November 14, 2017 (as such time
and date may be extended or earlier terminated, the "Expiration
Date"). Payment of the Consent Consideration for the Notes is
conditioned upon the receipt by FGLH of the consents of a majority
in aggregate principal amount of the outstanding Notes (the
"Requisite Consents"). FGLH will pay the Consent Consideration for
the Notes 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, 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 validly delivered and later validly revoked) will not
receive the Consent Consideration, 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 and the addition of the new
guarantees is not a condition to the consummation of the
Acquisition. FGLH expects to execute an amended and restated
indenture after the Requisite Consents have been obtained to adopt
the Proposed Amendments. Upon its execution, the amended and
restated indenture will be effective and constitute a binding
agreement among FGLH, the guarantors party thereto and the trustee.
However, the Proposed Amendments and the new guarantees will not
become operative until immediately prior to the consummation of the
Acquisition and will cease to be operative if the Acquisition is
not consummated or the Issuer does not pay the Consent
Consideration to the Paying Agent for the benefit of the
Holders.
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 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.
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.
The guarantees provided by the new guarantors under the
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. FGLH's 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. These forward-looking
statements include, without limitation, (i) the Proposed Amendments
and the execution of the amended and restated indenture giving
effect thereto, (ii) the expected payment of the Consent
Consideration, and (iii) the consummation of the Acquisition.
Actual results may differ materially due to a variety of factors
including: changed market conditions, the conditions for completing
the Acquisition, 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.
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