Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On March 24, 2025, F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed the public offering (the "Offering") of 8,000,000 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"). In connection with the Offering, F&G entered into an underwriting agreement, dated March 20, 2025 (the "Underwriting Agreement"), among F&G and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"). The Shares 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 March 20, 2025, to the prospectus, dated October 1, 2024, which forms a part of the Registration Statement. Pursuant to the Underwriting Agreement, F&G granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock.
F&G intends to use the net proceeds from the Offering for general corporate purposes, including the support of organic growth opportunities.
Pursuant to the Underwriting Agreement, the Underwriters agreed to resell to Fidelity National Financial, Inc. ("FNF"), F&G's majority-stockholder, 4,500,000 shares of Common Stock in the Offering, at the same price per share paid by the Underwriters.
The Underwriting Agreement contains customary representations, warranties and covenants by F&G. It also provides for customary indemnification by each of F&G and the Underwriters for losses or damages arising out of or in connection with the Offering. In addition, pursuant to the terms of the Underwriting Agreement, F&G, FNF and each director and executive officer of F&G have agreed with the Underwriters not to sell, transfer or otherwise dispose of securities of F&G during the 90-day period from the date of the Underwriting Agreement, subject to limited exceptions.
The foregoing summary of the Underwriting Agreement in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
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F&G Annuities & Life Inc. published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 20:37:10.367.
