Item 1.01. Entry into a Material Definitive Agreement.
On February 16, 2024, F&G Annuities & Life, Inc. ("F&G") entered into an amendment and restatement of its existing $665 million credit agreement (the "Existing Credit Agreement"), dated as of November 22, 2022, with the guarantors party thereto, the financial institutions party thereto as lenders and Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"), swing line lender and an issuing bank, (the "Restated Credit Agreement"). Among other changes, the Restated Credit Agreement amends the Existing Credit Agreement to (x) extend the maturity date and (y) increase the aggregate principal amount of commitments under the revolving credit facility to $750 million.
Revolving loans under the Restated Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent's "prime rate", (c) the sum of one percent plus one month Term SOFR or (d) 1.00%) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G. At the current Standard & Poor's, Moody's and Fitch non-credit-enhanced, senior unsecured long-term debt ratings of BBB-/Ba1/BBB, respectively, the applicable margin for revolving loans subject to Term SOFR is 165 basis points. In addition, F&G will pay a facility fee of between 20.0 and 45.0 basis points on the entire facility, also depending on the F&G's non-credit-enhanced, senior unsecured long-term debt ratings, which is payable quarterly in arrears.
Under the Restated Credit Agreement, F&G is subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth, a maximum debt to capitalization ratio and, in certain circumstances, a minimum risk-based capital test applicable to Fidelity & Guaranty Life Insurance Company. Certain subsidiaries of F&G are guarantors under the Restated Credit Agreement. The Restated Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Restated Credit Agreement shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. Under the Restated Credit Agreement, the financial covenants remain essentially the same as under the Existing Credit Agreement.
The Restated Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the Restated Credit Agreement does not purport to be a complete statement of the parties' rights and obligations under the Restated Credit Agreement, and is qualified in its entirety by reference to Exhibit 10.1.
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F&G Annuities & Life Inc. published this content on 16 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2024 14:27:39 UTC.
