It has been announced today that F&G Annuities & Life, Inc. (NYSE: FG) has closed a $250 million preferred stock investment from its parent company Fidelity National Financial, Inc. ("FNF"). As a result of the investment, F&G intends to use the net proceeds to support the growth of its insurance company subsidiaries.
It has been agreed that FNF will invest $250 million under the terms of the agreement in exchange for 5,000,000 shares of F&G's 64% stake in the company.Series A Mandatory Convertible Preferred Stock, par value zero, with 875% conversion rate.This is a mandatory convertible preferred stock (the "Mandatory Convertible Preferred Stock").. There will be a liquidation preference of $50 on each share of Mandatory Convertible Preferred Stock that will be issued.The share price is set at $00 per share. As long as the Mandatory Convertible Preferred Stock is not converted earlier by the holder at their option, each outstanding share of the Mandatory Convertible Preferred Stock will automatically convert into shares of the common stock of F&G on January 15, 2027 (the "Mandatory Conversion Date").. As a result of the Mandatory Conversion Date, the conversion rate that will be applied to each share of Mandatory Convertible Preferred Stock will not exceed 1 for each share of Mandatory Convertible Preferred Stock.There are 1111 shares of common stock and not less than 0 shares.Based on the value of F&G's common stock, there will be 9456 shares of common stock per share of Mandatory Convertible Preferred Stock
Based on the value of F&G's common stock, there will be 9456 shares of common stock per share of Mandatory Convertible Preferred Stock
It should be noted that the above securities were offered and sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated under the Securities Act..  Neither the Securities Act of 1933 nor the applicable state securities laws require registration of these securities. As a result, neither the Mandatory Convertible Preferred Stock, nor the common stock into which the Mandatory Convertible Preferred Stock is convertible, may be offered or sold in the United States without obtaining an effective registration statement or an exemption from registration requirements that is applicable.
As a result, neither the Mandatory Convertible Preferred Stock, nor the common stock into which the Mandatory Convertible Preferred Stock is convertible, may be offered or sold in the United States without obtaining an effective registration statement or an exemption from registration requirements that is applicable.
The agreement was negotiated pursuant to market terms and pricing by a Special Committee of F&G's Board of Directors comprised of independent members of the Board ("the Special Committee") in consultation with Barclays serving as independent financial advisor and Sullivan & Cromwell LLP serving as independent legal counsel, pursuant to market terms and pricing. 
The purpose of this press release is simply to provide information, and it cannot be construed as an offer to sell securities described herein, or as a solicitation of offers to sell securities, or as a solicitation of offers to buy securities. As a result, no offer, solicitation or sale of these securities will be permitted in any state or jurisdiction where such offer, solicitation, or sale would be illegal before they have been registered or qualified in accordance with the securities laws of the state or jurisdiction where they are being sold.
F&G - What we do
We at F&G Annuities and Life, Inc. are committed to assisting Americans in achieving their dreams and achieving their goals. The F&G Group is a leading provider of insurance solutions for retail annuity and life customers as well as institutional clients. The company is headquartered in Des Moines, Iowa. For more information, please go to fglife.com.   
Risk factors and forward-looking statements in this document
In this press release, there are forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond the control of the company. In order to identify forward-looking statements, a number of terms can be used. For instance, they may include the words "believes", "expects", "may", "will", "could", "seeks", "intends", "plans", "estimates", or "anticipates".. It is important to understand that forward-looking statements include statements that are not historical facts, such as statements relating to our expectations, hopes, intentions or strategies regarding the future.. A forward-looking statement is one that is based on management's beliefs, as well as assumptions made by the management and information that is currently available to the management.. As such statements are based on expectations of future financial and operating results and are not statements of fact, actual results may differ materially from those expressed in the statements. There is no obligation on our part to update any forward-looking statement, whether as a result of new information, future events or any other reason.. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the potential impact of the consummation of the investment by FNF in F&G on relationships, including with employees, suppliers, customers and competitors; the use of proceeds from the investment by FNF; our ability to successfully realize the anticipated benefits of the investment; general economic conditions and other factors, including prevailing interest and unemployment rate levels and stock and credit market performance; natural disasters, public health crises, international tensions and conflicts, geopolitical events, terrorist acts, labor strikes, political crisis, accidents and other events; concentration in certain states for distribution of our products; the impact of interest rate fluctuations; equity market volatility or disruption; the impact of credit risk of our counterparties; changes in our assumptions and estimates regarding amortization of our deferred acquisition costs, deferred sales inducements and value of business acquired balances; regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) underwriting of insurance products and regulation of the sale, underwriting and pricing of products and minimum capitalization and statutory reserve requirements for insurance companies, or the ability of our insurance subsidiaries to make cash distributions to us; and other factors discussed in "Risk Factors" and other sections of F&G's Form 10-K and other filings with the Securities and Exchange Commission (SEC)
The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the potential impact of the consummation of the investment by FNF in F&G on relationships, including with employees, suppliers, customers and competitors; the use of proceeds from the investment by FNF; our ability to successfully realize the anticipated benefits of the investment; general economic conditions and other factors, including prevailing interest and unemployment rate levels and stock and credit market performance; natural disasters, public health crises, international tensions and conflicts, geopolitical events, terrorist acts, labor strikes, political crisis, accidents and other events; concentration in certain states for distribution of our products; the impact of interest rate fluctuations; equity market volatility or disruption; the impact of credit risk of our counterparties; changes in our assumptions and estimates regarding amortization of our deferred acquisition costs, deferred sales inducements and value of business acquired balances; regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) underwriting of insurance products and regulation of the sale, underwriting and pricing of products and minimum capitalization and statutory reserve requirements for insurance companies, or the ability of our insurance subsidiaries to make cash distributions to us; and other factors discussed in "Risk Factors" and other sections of F&G's Form 10-K and other filings with the Securities and Exchange Commission (SEC)
For more information, please contact Lisa Foxworthy-Parker, SVP of Investor & External Relations at [email protected] or 515.330.3307.
F&G Annuities & Life, Inc. is the source of this information.
'A.M. Best' has announced that it has upgraded the financial strength ratings of F&G's primary operating companies, including Fidelity & Guaranty Life Insurance Company...
In addition to retail annuity and life customers, F&G Annuities & Life, Inc. (NYSE: FG) ("F&G") is a leading provider of insurance solutions to institutional and corporate clients alike...

Source prnewswire