FGL HOLDINGS Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Merger Agreement
On
Under the First Amendment, the Company, Parent and the Merger Subs have agreed to amend Section 2.05(a) of the Merger Agreement to require the Exchange Agent to mail, not less than twenty (20) days prior to the Election Deadline, the Election Form to all Persons who are record holders of Company Ordinary Shares (other than the Company, any Subsidiary of the Company, Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof) and Company Restricted Stock Rights as of the record date for the Company Shareholders Meeting determined and established by the Company, acting through the Company Special Committee.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
No. Description
2.1 First Amendment to the Agreement and Plan of Merger, dated as of
April 24, 2020 , by and among FGL Holdings , Fidelity National
Financial, Inc., F I Corp. and F II Corp. --------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: This Current Report on Form 8-K contains, and certain oral statements made
by our representatives from time to time may contain, forward-looking statements
relating to F&G, including statements relating to the proposed transaction and
related matters. Such statements are subject to risks and uncertainties, many of
which are beyond the control of F&G and FNF, that could cause actual results,
events and developments to differ materially from those set forth in, or implied
by, such statements. These statements are based on the beliefs and assumptions
of the management of F&G and FNF, respectively. Forward-looking statements are
generally identifiable by use of the words "believes," "expects," "intends,"
"anticipates," "plans," "seeks," "estimates," "projects," "may," "will,"
"could," "might," or "continues" or similar expressions. Factors that could
cause actual results, events and developments to differ include, without
limitation: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement with FNF; (2) the
outcome of any legal proceedings that may be instituted against F&G or FNF
following the announcement of the merger agreement and the transactions
contemplated therein; (3) the inability to complete the transactions
contemplated by the merger agreement, including due to failure to obtain
approval of the shareholders of F&G or other conditions to closing in the merger
agreement; (4) delays in obtaining or the inability to obtain necessary
regulatory approvals (including approval from insurance regulators) required to
complete the transactions contemplated by the merger agreement; (5) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement or could otherwise cause the
transactions contemplated by the merger agreement to fail to close; (6) the risk
that the transactions contemplated by the merger agreement disrupt current plans
and operations of F&G or FNF as a result of the announcement thereof; (7) the
ability to recognize the anticipated benefits of the transactions contemplated
by the merger agreement, which may be affected by, among other things,
competition, the ability of the management of F&G and FNF to grow and manage
their respective businesses profitably and to retain their key employees;
(8) costs related to the transactions contemplated by the merger agreement;
(9) changes in applicable laws or regulations; (10) the risk that the
transactions contemplated by the merger agreement will not qualify for their
intended tax treatment; (11) adverse legal and regulatory developments or
determinations or adverse changes in, or interpretations of,
All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither F&G nor FNF undertakes any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between F&G
and FNF, which is the subject of a registration statement and relevant
solicitation materials filed by FNF with the
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Participants in the Solicitation
F&G and certain of its directors and executive officers may be deemed to be
participants in any solicitation of shareholders in connection with the proposed
transaction. Information about F&G's directors and executive officers who may be
deemed to be participants in the solicitation, including a description of their
direct and indirect interests, by security holdings or otherwise, is set forth
in the preliminary proxy statement/prospectus included in the registration
statement on Form S-4 filed with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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