F&G Annuities & Life Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$FG
Life Insurance
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 1, 2024
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Item 1.01 Entry into a Material Definitive Agreement.
6.250% Senior Notes due 2034
On October 4, 2024, F&G Annuities & Life, Inc., a Delaware corporation (“F&G”), completed the public offering of $500 million aggregate principal amount of its 6.250% Senior Notes due 2034 (the “New Notes”). The New Notes were registered pursuant to F&G’s registration statement on Form S-3ASR (File No. 333-282432) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2024 and were offered to the public pursuant to the prospectus supplement, dated October 1, 2024, to the prospectus, dated October 1, 2024, 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 the net proceeds from the offering of the New Notes to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities.
In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated October 1, 2024 (the “Underwriting Agreement”), among F&G, the Guarantors and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein.
Indenture
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 Fifth Supplemental Indenture, dated as of October 4, 2024 (the “Fifth 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 6.250% per year, payable semi-annually in arrears on April 4 and October 4 of each year, beginning on April 4, 2025. The New Notes will mature on October 4, 2034, unless earlier repurchased or redeemed.
At any time prior to July 4, 2034 (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 40 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 any two of S&P, Fitch and Moody’s (or a substitute rating agency therefor) downgrade (or downgrade and subsequently upgrade) 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.
The foregoing summaries of the Fifth Supplemental Indenture and the New Notes in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the full and complete texts of the Fifth Supplemental Indenture and the New Notes, respectively, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2,
respectively, incorporated herein by reference. The foregoing summaries of the Base Indenture and the Second Supplemental Indenture in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the full and complete texts of the Base Indenture and the Second Supplemental Indenture, copies of which were filed with the SEC as Exhibit 4.1 to F&G’s Current Report on Form 8-K, filed on January 13, 2023 and Exhibit 4.3 to F&G’s Registration Statement on Form S-4, filed on August 10, 2023, respectively, and are incorporated herein by reference.
Forward-Looking Statements
This report 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 New Notes Offering 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 December 31, 2023, as amended, F&G’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 and the other reports and filings F&G makes with the SEC. These forward-looking statements speak only as of the date of this report. F&G disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, changes in assumptions or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| 1.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F&G Annuities & Life, Inc. | |||||||||||
Date: October 4, 2024 | By: | /s/ Michael L. Gravelle | |||||||||
| Name: | Michael L. Gravelle | ||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||