F&G Annuities & Life Announces Cash Tender Offer for Up to $250,000,000 Aggregate Principal Amount of Fidelity & Guaranty Life Holdings' Outstanding 5.50% Senior Notes Due 2025
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Title of Security |
CUSIP / ISIN |
Aggregate |
Maximum |
Tender Offer |
Early |
Total |
5.50% Senior |
CUSIP: 315786AC7 (144A) CUSIP: U30050AB1 (Reg S) ISIN: US315786AC73 (144A) ISIN: USU30050AB14 (Reg S) |
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(1) |
Excludes Accrued Interest. Holders whose Notes are accepted will also receive Accrued Interest on such Notes to, but not including, the applicable Payment Date. |
(2) |
The Total Consideration (as defined below) payable for the Notes includes the Early Participation Amount (as defined below) and will be a price per |
The Offer to Purchase contains detailed information concerning the terms of the Tender Offer. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. Holders are advised to check with any bank, securities broker, or other intermediary through which they hold the Notes to determine when such intermediary would require receipt of instructions from a Holder in order for that Holder to be able to participate in the Tender Offer before the deadlines described herein. The deadlines set by any such intermediary and
The Tender Offer will expire at
Tendered Notes may be withdrawn at any time at or prior to
FGLH reserves the right, but is under no obligation, to increase the Maximum Amount at any time, subject to compliance with applicable law, which could result in FGLH purchasing a greater aggregate principal amount of Notes in the Tender Offer. There can be no assurance that FGLH will exercise its right to increase the Maximum Amount. If FGLH increases the Maximum Amount, it does not expect to extend the Withdrawal Date, subject to applicable law. Accordingly, Holders should not tender any Notes that they do not wish to have purchased in the Tender Offer.
FGLH is making the Tender Offer in order to retire certain of the Notes prior to their maturity. Substantially concurrently with the Tender Offer, the Company is conducting an offering of senior notes (the "New Notes" and, the issuance of the New Notes, the "Financing Transaction"), subject to market and other conditions. This press release is not an offer to sell, or a solicitation of an offer to purchase, the New Notes.
The Tender Offer is conditioned upon, among other things, the Company having received aggregate net proceeds from the Financing Transaction (after the payment of any fees and expenses related thereto) and having made a corresponding capital contribution to FGLH, on or prior to the applicable Payment Date, in an amount sufficient for FGLH to (i) purchase Securities that have been validly tendered and not validly withdrawn up to the Maximum Amount and (ii) pay any fees and expenses related thereto (such condition, the "Financing Condition"). The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. Subject to applicable law, FGLH may, in its sole discretion, waive any condition applicable to the Tender Offer or extend the Tender Offer. Under certain conditions and as more fully described in the Offer to Purchase, FGLH may, in its sole discretion, terminate the Tender Offer before the Expiration Date.
FGLH has appointed
This press release is not (i) an offer to sell or purchase, or a solicitation of an offer to purchase or sell, any securities or (ii) a notice of redemption or an obligation to issue a notice of redemption. The Tender Offer is being made solely by FGLH pursuant to the Offer to Purchase. The Tender Offer is not being made to, nor will FGLH accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
About F&G
Disclaimer
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase (including the documents incorporated by reference therein) contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Company, FGLH, the dealer managers, the tender and information agent, or any person who controls or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether any Holder should participate in the Tender Offer.
Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not related to present facts or current conditions or that are not historical facts, as well as statements that address activities, events, or developments that F&G anticipates will or may occur in the future, including, but not limited to, such things as the anticipated timing and closing of the offering of the notes, the use of net proceeds from the offering of the notes and other such matters. You can identify forward-looking statements by words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "predict," "project," "seek," "outlook," "future," "will," "would," "should," "could," "may," "can have," "likely" and similar terms. Forward-looking statements include statements based on management's current expectations and assumptions about future events. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond F&G's control, that could cause actual results to differ materially from those in or implied by the forward-looking statements. Factors that may cause such differences include the risks and uncertainties described in F&G's Annual Report on Form 10-K for the year ended
Contact:
SVP of Investor & External Relations
515.330.3307
Investor.relations@fglife.com
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