Fidelity & Guaranty Life (FGL)

[db7]

Cfco has warrants in case you are interested-

[freddie me]

EE are you buying into CFCO? Smart guys...

https://www.bloomberg.com/news/articles/2017-05-24/blackstone-foley-group-agree-1-84-billion-fidelity-insurer-deal

http://www.cfcorpandfidelity.com/content/uploads/2017/05/CFC_FGL_Acquisition_Investor_Presentation.pdf

[Enterprising Investor]

CF Corporation to Acquire Fidelity & Guaranty Life in Transformative All-Cash Transaction Valued at $1.835 Billion (5/24/17)

LAS VEGAS and DES MOINES, Iowa, May 24, 2017 /PRNewswire/ -- CF Corporation (NASDAQ:  CFCO) ("CF Corp."), and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed annuities and life insurance in the U.S., today announced that their boards of directors have each unanimously approved a definitive merger agreement under which CF Corp. will acquire FGL for $31.10 per share in cash, or a total of approximately $1.835 billion, plus the assumption of $405 million of existing debt. The purchase consideration implies a value of 1.1x adjusted book value[1] as of March 31, 2017. The investor group, which includes the founders of CF Corp., Chinh E. Chu, and William P. Foley, II, funds affiliated with Blackstone (NYSE: BX), and Fidelity National Financial (NYSE: FNF) ("FNF"), will invest approximately $900 million in common and preferred equity to fund the transaction.

FGL is a leading provider of fixed indexed annuities and life insurance products, with approximately $28 billion of GAAP Total Assets and approximately $1.6 billion of adjusted book value1. FGL has grown sales by approximately 10% annually from 2012 to 2016, supported by its long-standing relationships with distribution partners, changing U.S. retirement demographics, and an attractive product value proposition to policyholders.

Following the close of the transaction, FGL will continue to be led by its current management team under Chris Littlefield as President and CEO. FGL will remain headquartered in Des Moines, Iowa, and will continue operations from Baltimore, Maryland, and Lincoln, Nebraska. Messrs. Chu and Foley will serve as Executive Chairmen of the Board, which will be composed of a majority of independent directors.

Mr. Foley said, "This is an exciting transaction that we expect will enable us to generate attractive returns for our shareholders by accelerating FGL's growth and profitability through efficient structuring and improved investment management capabilities. I look forward to working closely with Chris and the entire management team to help advance FGL's strategy while continuing to provide industry-leading retirement savings products to policyholders."

Mr. Chu noted, "FGL is a very high-quality business with attractive demographic tailwinds. We look forward to working with management to continue to build a premier insurance platform and accelerate value creation for shareholders. CF Corp. is an ideal platform for FGL given our permanent capital and blue chip long-term investor base. This transaction is transformative and the combination of CF Corp., Blackstone and FNF will add tremendous value to FGL."

Mr. Littlefield added, "This agreement with CF Corp. is a terrific conclusion to our strategic review process. This transaction delivers compelling value to our existing shareholders and ideally positions FGL for our next phase of growth. We believe the expertise and insights that our leading investors will bring as new shareholders of FGL will greatly benefit the company, our policy owners, distribution partners, agents and employees. We see a very bright future for FGL."

Key Transaction Terms and Details

The transaction will be financed with $1.2 billion from CF Corp.'s IPO and forward purchase agreements, and more than $700 million in additional new common and preferred equity. Funds advised by Blackstone Tactical Opportunities, funds advised by GSO Capital Partners LP (the credit division of Blackstone) and FNF have provided a full backstop funding commitment to ensure certainty of funding.

FGL will enter into an investment management agreement with affiliates of Blackstone. This agreement will provide access to Blackstone's superior investment management and strategic oversight capabilities to drive additional value creation for FGL and policyholders, while continuing FGL's current focus on high-quality investment grade assets under the current FGL investment team. Messrs. Chu and Foley will be involved and will lend their expertise to the asset management function led by Blackstone.

In connection with the transaction, CF Corp. and HRG Group, Inc. (NYSE: HRG) ("HRG"), a diversified holding company and FGL's largest shareholder, have approved a purchase agreement under which CF Corp. will acquire certain reinsurance companies from HRG.

Timeframe to Completion

The transaction is expected to close in the fourth quarter of 2017, subject to the approval of the shareholders of CF Corp. and FGL, and receipt of required regulatory approvals and other customary closing conditions. Certain investors that own approximately 18% of CF Corp.'s common shares have entered into voting agreements to support the transaction. In addition, following the execution of the merger agreement, HRG, in its capacity as the majority shareholder of FGL, delivered to CF Corp. a written consent approving and adopting the merger agreement.

Advisors

Bank of America Merrill Lynch and FT Partners are acting as financial advisors to CF Corp., Citigroup is acting as a capital markets advisor and Winston & Strawn LLP, Hogan Lovells US LLP and Debevoise & Plimpton LLP are acting as legal advisors.

Lazard is acting as financial advisor to Blackstone and Debevoise & Plimpton LLP is acting as legal advisor. Sullivan & Cromwell LLP is acting as legal advisor to GSO Capital Partners LP.

Credit Suisse is acting as lead financial advisor to FGL and Jefferies is acting as co-financial advisor to FGL. Rothschild is acting as additional financial advisor to FGL. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to FGL.

Transaction Website

A website with additional information on the transaction can be found here: www.cfcorpandfidelity.com.

About CF Corporation

CF Corporation's primary objective is to build an enduring, high quality business by using permanent capital, a core tenet of the CF Corp. structure. CF Corp. also has the largest individual founder co-investment in a U.S. special purpose acquisition company, which results in alignment of interests with CF Corp.'s investors.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

About Blackstone

Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with over $360 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

http://www.prnewswire.com/news-releases/cf-corporation-to-acquire-fidelity--guaranty-life-in-transformative-all-cash-transaction-valued-at-1835-billion-300463047.html

[Enterprising Investor]

Fidelity & Guaranty Life Provides Update On Its Review Of Strategic Alternatives (4/17/17)

Company Terminates Merger Agreement with Anbang Insurance Group

Board Continues to Evaluate Alternatives to Maximize Value for Shareholders

DES MOINES, Iowa, April 17, 2017 /PRNewswire/ -- Fidelity & Guaranty Life ("FGL" or the "Company"; NYSE:FGL) today announced updates on its review of strategic alternatives.  FGL has terminated its merger agreement with Anbang Insurance Group (the "Merger Agreement"). 

The Company's Board of Directors is continuing to evaluate strategic alternatives to maximize shareholder value and has received interest from a number of parties. As permitted under the February 9, 2017 amendment to the Merger Agreement, FGL has been exploring and negotiating strategic alternatives with other parties. The Company was not permitted to enter into a definitive agreement with a third party while the Merger Agreement was in effect, but as a result of the termination of the Merger Agreement, FGL has no remaining obligations under the Merger Agreement and may enter into an alternative transaction.

"We have determined that it is no longer in the best interests of FGL's shareholders to continue to pursue the transaction with Anbang," said Chris Littlefield, President and CEO of FGL. "Our business remains strong, we continue to focus on delivering on our plan for the year and our distribution partners and employees continue to be committed to our success.  FGL is an attractive platform and we are well positioned to realize value for our shareholders as our Board continues to evaluate strategic alternatives."

There can be no assurance that FGL's evaluation of strategic alternatives will result in a transaction, or that any transaction, if pursued, will be consummated. FGL's evaluation of strategic alternatives may be terminated at any time with or without notice. FGL does not intend to disclose developments with respect to this process until such time that it determines otherwise in its sole discretion or as required by applicable law.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-provides-update-on-its-review-of-strategic-alternatives-300440362.html

[db7]

http://www.reuters.com/article/us-fidelityguarantylife-m-a-anbang-idUSKBN17I0QG

[db7]

April 17, 2017 quickly approaching.. will be interesting to see what transpires

[Enterprising Investor]

Fidelity & Guaranty Life entered into amendment with agreement and plan of merger with Anbang (2/09/17)

As previously announced, Fidelity & Guaranty Life, a Delaware corporation (NYSE: FGL; the “Company”), is a party to an Agreement and Plan of Merger (as amended on November 3, 2016, the “Merger Agreement”, and the merger contemplated thereby, the “Merger”), with Anbang Insurance Group Co., Ltd., a joint-stock insurance company established in the People’s Republic of China (“Anbang”), AB Infinity Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Anbang (“Parent”), and AB Merger Sub, Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, either Parent or the Company could have terminated the agreement if the closing of the Merger had not occurred on or prior to February 8, 2017 (the “Outside Termination Date”).

On February 9, 2017, the Company entered into Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2”) with Anbang, Parent and Merger Sub by extending the Outside Termination Date from February 8, 2017 to April 17, 2017. Under the terms of Amendment No. 2, the Outside Termination Date will be further extended to May 31, 2017 in the event that the Iowa Insurance Commissioner has, on or prior to April 17, 2017, publicly noticed a public hearing for the “Form A” change of control approval required by the Iowa Insurance Division. The Company and Anbang continue to work to close the Merger, subject to satisfaction or waiver of all required closing conditions. Amendment No. 2 further permits the Company to solicit, respond to, evaluate and negotiate any competing offers, provided that the Company is not permitted to enter into a definitive agreement with respect to any such competing offers during the extension period. There can be no assurance that this process will result in an alternative proposal.

https://www.sec.gov/Archives/edgar/data/1585064/000119312517035438/d326196d8k.htm

[Enterprising Investor]

Heads, You Win; Tails, You Still Win (2/07/17)

Summary

•Two ways to win with FGL.

•Google plots China return.

•First Busey buys First Community.

Welcome to the Flippin' issue of M&A Daily

Fidelity & Guaranty Life

First, the bad news: It is quite likely that the current Anbang acquisition of Fidelity & Guarantee Life (NYSE:FGL) will break. The definitive merger agreement is for a $26.80 cash deal. There is a $0.71 arb spread. The buyer has been stymied in its regulatory process and does not appear to be making much effort at getting unstuck.

The good news: Shares are currently available for about $26 per share. This is a substantial discount to their standalone value. It is also a substantial discount to what spurned suitors are willing to pay. Shareholders, including me - and, infinitely more importantly, HRG (NYSE:HRG) - are ready for a sale.

This is my favorite insurer for 2017. If there is no deal, it should trade above $27 per share. If there is an alternative deal, it should do even better. We just have to own it and wait. This is the opposite of being stuck between a rock and a hard place. We are stuck between a value investment and catalysts that could unlock that value.

[...]

http://seekingalpha.com/article/4043444-heads-win-tails-still-win

[Enterprising Investor]

Apollo-backed Athene said to weigh Fidelity & Guaranty bid if Anbang deal fails (2/06/17)

[Enterprising Investor]

FGL hits new 52-week high (2/06/17)

FIDELITY AND GUARANTY LIFE (FGL)
Last Trade [tick] 25.8500[+]
Volume 1,438,118
Net Change 1.8000
Net Change % 7.48%
52 Week High 27.1000 on 02/06/2017
52 Week Low 21.1000 on 10/28/2016
Day High 27.1000
Day Low 24.2000

[Enterprising Investor]

FGL is undervalued on a stand alone basis.

PE (TTM), P/CF (TTM), P/S and P/B are all below industry averages.

Mr. Market tends to agree.

Marker:
FIDELITY AND GUARANTY LIFE (FGL) As of: 02/06/2017, 12:00pm
Last Trade [tick] 25.1000[+]
Net Change 1.0500
Net Change %4.37%

[Enterprising Investor]

Merger remains in sight.

Agreement and Plan of Merger with Anbang Insurance Group Co., Ltd. ("Anbang")

On November 8, 2015, FGL and Anbang entered into a definitive merger agreement (the "Merger Agreement") pursuant to which Anbang will acquire all outstanding shares of FGL (the "Merger") for $26.80 per share in cash, without interest. On November 3, 2016, FGL and Anbang extended the outside termination date for the completion of the merger to February 8, 2017. Accordingly, either party may terminate the merger agreement if the closing of the merger does not occur prior to February 8, 2017. The parties are in discussions regarding an extension of the outside termination date beyond February 8, 2017. We expect to make an announcement on or about February 9, 2017 regarding the outcome of our discussions.

The Merger remains subject to the receipt of regulatory approvals from the Iowa Insurance Division, the New York Department of Financial Services and the China Insurance Regulatory Commission ("CIRC"). The parties have obtained requisite regulatory approvals for the Merger from the Vermont Department of Financial Regulation and the Committee on Foreign Investment in the United States ("CFIUS"). The parties will not be required to file a notification of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, due to an available exemption.

[Enterprising Investor]

Fidelity & Guaranty Life Reports Fiscal First Quarter 2017 Results (2/06/17)

DES MOINES, Iowa, Feb. 6, 2017 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL), a leading provider of annuities and life insurance, today announced financial results for the fiscal first quarter of 2017.

•Reported net income was $108 million or $1.85 per diluted share for the first quarter

•Adjusted operating income was $41 million or $0.70 per diluted share for the first quarter

•Total annuity sales were $648 million; including fixed indexed annuity ("FIA") sales of $551 million, up 26% over prior year

•Indexed universal life ("IUL") sales increased 31% over prior year to $17 million

•Average assets under management increased to $19.8 billion, up 8% over prior year

Net income for the fiscal first quarter of 2017 ended on December 31, 2016(1) was $108 million or $1.85 per diluted common share. Adjusted operating income for the fiscal first quarter of 2017 was $41 million, or $0.70 per diluted share, compared to adjusted operating income of $31 million, or $0.53 per diluted share, in the prior year period.

The current quarter included net favorable items of $4 million or $0.07 per diluted share. The prior year quarter included net unfavorable items of ($3) million or ($0.05) per diluted share. The table below details notable items in both periods.

"We've delivered another strong quarter and fiscal 2017 is off to a good start with solid increases in sales, net income, net investment income, adjusted operating income and assets under management," said Chris Littlefield, President and CEO of FGL. "As we look to the future, we expect to benefit if interest rates continue to rise and if the regulatory environment becomes more favorable under President Trump's administration. With respect to the Anbang transaction, we are continuing discussions with Anbang regarding an extension of the outside termination date beyond February 8, 2017. We expect to make an announcement on or about February 9, 2017 regarding the outcome of our discussions."

Sales In Line With Expectations

Sales of our core fixed indexed annuity product were $551 million in the current period, an increase of 26% over the prior year quarter. On a sequential basis, FIA sales increased 14% as compared to the fiscal fourth quarter 2016. FIA sales levels in recent quarters reflect continued strong and productive partnerships with our independent marketing organizations ("IMO's").

Sales of multi-year guarantee annuities ("MYGA") were $97 million in the current quarter as compared to $52 million in the same period last year. Total annuity sales were $648 million for the current quarter, an increase of 33% over the prior year quarter.

Indexed universal life sales in the quarter were $17 million, an increase of 31% compared to $13 million last year. This increase reflects FGL's efforts to grow our IUL business with expanded distribution.

Investment Portfolio Performing Well

Net investment income was $240 million for the quarter, an increase of 8% compared to $222 million for the same period last year. This growth was right in line with the increase in average assets under management ("AAUM"), which were up $1.5 billion or 8% over the prior year from sales and stable policy owner retention trends.

The average earned yield on the total portfolio in the quarter was 4.85%, consistent with 4.87% in the prior year quarter. Asset purchases during the quarter were $1.2 billion at an average yield of 4.78%. Asset purchases during the current quarter were primarily in investment grade corporate bonds and structured securities. The average NAIC rating for the portfolio remains approximately 1.5.

Net investment spread across all product lines increased 15 basis points to 229 basis points, compared to fiscal first quarter 2016. Net investment spread in the current quarter for fixed indexed annuities was consistent with recent performance at 300 basis points.

Capital Management Trends

•GAAP book value per share at December 31, 2016 was $29.70 on a reported basis; book value per share excluding accumulated other comprehensive income ("AOCI") was $27.11, an increase of 9% year over year.

•As announced on February 2, 2017, the FGL Board of Directors has declared a quarterly dividend of $0.065 per share. The dividend is payable on March 6, 2017 to shareholders of record as of the close of business on February 21, 2017.

Agreement and Plan of Merger with Anbang Insurance Group Co., Ltd. ("Anbang")

On November 8, 2015, FGL and Anbang entered into a definitive merger agreement (the "Merger Agreement") pursuant to which Anbang will acquire all outstanding shares of FGL (the "Merger") for $26.80 per share in cash, without interest. On November 3, 2016, FGL and Anbang extended the outside termination date for the completion of the merger to February 8, 2017. Accordingly, either party may terminate the merger agreement if the closing of the merger does not occur prior to February 8, 2017. The parties are in discussions regarding an extension of the outside termination date beyond February 8, 2017. We expect to make an announcement on or about February 9, 2017 regarding the outcome of our discussions.

The Merger remains subject to the receipt of regulatory approvals from the Iowa Insurance Division, the New York Department of Financial Services and the China Insurance Regulatory Commission ("CIRC"). The parties have obtained requisite regulatory approvals for the Merger from the Vermont Department of Financial Regulation and the Committee on Foreign Investment in the United States ("CFIUS"). The parties will not be required to file a notification of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, due to an available exemption.

Non-GAAP Measures

Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Reconciliations of such measures to the most comparable GAAP measures are included herein.

AOI is calculated by adjusting net income to eliminate (i) the impact of net investment gains including other-than-temporary impairment ("OTTI") losses recognized in operations, but excluding gains and losses on derivatives hedging our indexed annuity policies, (ii) the effect of changes in the interest rates used to discount the FIA embedded derivative liability, and (iii) the effect of change in fair value of the reinsurance related embedded derivative. All adjustments to AOI are net of the corresponding VOBA and DAC impact. The income tax impact related to these adjustments is measured using an effective tax rate of 35%, as appropriate.

While these adjustments are an integral part of the overall performance of FGL, market conditions impacting these items can overshadow the underlying performance of the business. Accordingly, we believe using a measure which excludes their impact is effective in analyzing the trends of our operations. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do.

Net investment spread is the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on FIA policies.

Average assets under management ("AAUM") is the sum of (i) total invested assets at amortized cost, excluding derivatives, (ii) related party loans and investments and (iii) cash and cash equivalents at the end of each month in the period divided by the number of months in the period.

Book value per share excluding AOCI is calculated as total stockholders' equity excluding AOCI divided by the total number of shares of common stock outstanding.

Sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP. For GAAP purposes annuity sales are recorded as deposit liabilities (i.e. contract holder funds). Management believes that presentation of sales as measured for management purposes enhances the understanding of our business and helps depict longer term trends that may not be apparent in the results of operations due to the timing of sales and revenue recognition.

While management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace GAAP financial results and should be read in conjunction with those GAAP results.

Conference Call and Earnings Release

In light of the announced merger with Anbang, FGL has elected to discontinue conference calls to discuss quarterly and annual results, pending the closing of the transaction. FGL will continue to issue its earnings press releases and quarterly financial supplement.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life, headquartered in Des Moines, Iowa, trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-reports-fiscal-first-quarter-2017-results-300402329.html

[ValueInvestor15]

Fundamentals imply Fidelity & Guaranty Life $FGL is 13% undervalued w/ earnings expected:

Fair Value Analysis

[Enterprising Investor]

Omar Asali, President and Chief Executive Officer of HRG Group, Plans Departure from the Company in 2017 (11/17/16)

Company to evaluate potential strategic alternatives to maximize shareholder value

NEW YORK, Nov. 17, 2016 /PRNewswire/ -- HRG Group, Inc. ("HRG" or the "Company"; NYSE: HRG), a holding company that conducts its operations principally through Spectrum Brands Holdings, Inc. (NYSE: SPB), a branded consumer products company, and Fidelity & Guaranty Life (NYSE: FGL), a life insurance and annuity products company, today announced that Omar Asali, President and Chief Executive Officer of HRG, plans to leave the Company in the second half of fiscal 2017 to establish a private investment vehicle that will make long-term investments in private and public companies.

Since HRG's inception in 2011, Mr. Asali has been responsible for overseeing the day-to-day activities of the Company and establishing the overall business strategy for HRG and its subsidiaries, including M&A and capital markets activities. During his tenure with the Company, HRG's market capitalization has increased from $140 million to today's market capitalization of approximately $3 billion, and the Company's key subsidiaries have achieved strong returns. In the five-year period ended September 30, 2016, SPB's share price has appreciated 500% compared to a gain of 92% for the S&P 500 and the Company's investment in FGL in 2011 has compounded at a total rate of return of nearly 400%.

The Company also announced today that its Board of Directors has initiated a process to explore the strategic alternatives available to the Company with a view to maximizing shareholder value. The Company's Board will work with HRG's management and will retain financial and legal advisors to assist it with this review. Strategic alternatives may include, but are not limited to, a merger, sale or other business combination involving the Company or its assets.

Drew McKnight, an HRG director, said, "I would like to take this opportunity to recognize Omar's contributions and the critical role that he has played in creating value for all HRG shareholders. On behalf of the Board, I would like to thank Omar and wish him the best with his future endeavors."

Mr. Asali said, "I would like to thank the HRG Board and employees, in particular David Maura, for all of their contributions to the success of the Company. I would also like to thank Philip Falcone for giving me the opportunity at HRG. I am proud of our accomplishments and will leave HRG for my next chapter knowing that the Company is well positioned for the next stage of its evolution."

"Our management team and the Board have been working to enhance stockholder value and, after careful review, we have decided that exploring alternatives to maximize value is in the best interests of all our stockholders," said Mr. Asali. "HRG owns terrific businesses that have a strong record of performance, and we believe that we have a unique opportunity to maximize value for all of our shareholders."

Mr. Asali further added, "As we have previously disclosed, FGL and Anbang have extended the outside date for completing FGL's merger with Anbang Insurance Group from November 7, 2016 to February 8, 2017, pursuant to the Agreement and Plan of Merger dated November 8, 2015. Both parties are committed to securing the remaining regulatory approvals and closing the merger as soon as possible, however, the closing of the merger and the timing thereof is subject to the regulatory review and approval process, none of which can be assured."

About HRG Group, Inc.:

HRG Group, Inc. is a holding company that conducts its operations principally through Spectrum Brands Holdings, Inc. (NYSE: SPB), a branded consumer products company, and Fidelity & Guaranty Life (NYSE: FGL), a life insurance and annuity products company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.

http://www.prnewswire.com/news-releases/omar-asali-president-and-chief-executive-officer-of-hrg-group-plans-departure-from-the-company-in-2017-300365511.html

[db7]

Form 8-K for FIDELITY & GUARANTY LIFE


4-Nov-2016

Entry into a Material Definitive Agreement



Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on November 8, 2015, Fidelity & Guaranty Life, a Delaware corporation (NYSE: FGL; the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement", and the merger contemplated thereby, the "Merger"), with Anbang Insurance Group Co., Ltd., a joint-stock insurance company established in the People's Republic of China ("Anbang"), AB Infinity Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Anbang ("Parent"), and AB Merger Sub, Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, either Parent or the Company could have terminated the agreement if the closing of the Merger had not occurred prior to November 7, 2016 (the "Outside Termination Date").
On November 3, 2016, the Company, Anbang, Parent and Merger Sub amended the Merger Agreement ("Amendment") by extending the Outside Termination Date from November 7, 2016 to February 8, 2017. Accordingly, either Parent or the Company may terminate the Merger Agreement if the closing of the Merger does not occur prior to February 8, 2017. The Company and Anbang are committed to securing the remaining regulatory approvals and seek to close the Merger as expeditiously as possible, however, the closing of the Merger and the timing thereof is subject to the regulatory review and approval process, none of which can be assured. The foregoing description of Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to Amendment, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This Form 8-K contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding the Merger, the insurance regulatory approval process for the closing of the Merger, timing of closing of the Merger and other related matters. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company's control. Such statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements and, therefore, you should not place undue reliance on any such statements. These statements are based on the beliefs and assumptions of the Company's management and the management of the Company's subsidiaries. Generally, forward-looking statements include information concerning current expectations, other actions, events, results, strategies and expectations and are generally, but not always, identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the Merger will be completed within the anticipated time frame or at all. Factors that could cause actual results, events and developments to differ include, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against the Company or Anbang and others in connection with the Merger Agreement; the inability to complete the Merger due to the failure to satisfy the conditions to the Merger, including the inability of Anbang to secure necessary regulatory approvals; risks that the Merger disrupts current plans and operations and potential difficulties in employee retention as a result of the Merger; and legislative, regulatory and economic developments. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company's most recent reports on Form 10-K and Form 10-Q and other documents of the Company on file with, or furnished to, the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of future events or changes to future operating results. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

[Enterprising Investor]

Anbang to Seek Extension for Buy of U.S. Life Insurer (10/28/16)

Regulatory issues holding up $1.57 billion pact for Fidelity & Guaranty Life

By Leslie Scism

Beijing-based Anbang Insurance Group Co. plans to extend again the deadline for obtaining regulatory approvals for its $1.57 billion deal to buy U.S. life insurer Fidelity & Guaranty Life, according to people familiar with the matter.

The Chinese insurer isn’t on track to complete insurance-department regulatory approvals in Iowa and New York by a Nov. 7 deadline, according to the top insurance regulator in Iowa, which is leading the review process, and other people.

“It is not possible” to have a ruling on the deal by early November because Anbang’s application is “still in review process,” and Iowa must provide 20 days’ notice for a public hearing once the state deems the file complete, said Iowa Insurance Commissioner Nick Gerhart. Fidelity & Guaranty is based in Des Moines.

A person familiar with the companies’ thinking said they have agreed to an extension, but details such as the new deadline are still being worked out.

The deal was announced in November 2015. Fidelity & Guaranty stock traded around the deal price of $26.80 a share until late May but stood at about $22 in trading Friday.

Anbang’s proposed acquisition of the insurer marked one of the first Chinese insurance-industry deals as the conglomerate and other Chinese firms are rapidly deploying money in the U.S. Chinese companies have made a record $199 billion in overseas acquisitions this year. Anbang Insurance has been one of China’s most aggressive investors abroad with its holdings including New York’s Waldorf Astoria.

Earlier this week, another Chinese firm, China Oceanwide Holdings Group Co., announced a $2.7 billion acquisition of Richmond, Va.-based Genworth Financial Inc., with an additional $1.1 billion cash injection. Numerous Wall Street analysts have cited Anbang’s inability to win regulatory approvals so far as boding poorly for the Genworth pact.

But Anbang’s situation is unique, according to people familiar with the matter. The approval process hit snags this spring when the insurer failed to provide detailed information being sought by New York’s Department of Financial Services, the department said at the time.

The details sought pertained to Anbang’s ownership structure, relationships among its shareholders, and the source of its funding for the deal, people familiar with the matter said.
At that point, Anbang withdrew its New York application and said it would refile later. But it hasn’t done so, people familiar with the matter said.

“We have the situation where they withdrew in New York,” Mr. Gerhart said. “Anbang needs both states to approve it.“

Fidelity & Guaranty said in regulatory filings earlier this year that the parties had obtained approvals from the Committee on Foreign Investment in the U.S. and the Vermont Department of Financial Regulation.

—Rick Carew contributed to this article.

http://www.wsj.com/articles/anbang-to-seek-extension-for-buy-of-u-s-life-insurer-1477672502

[Enterprising Investor]

Agreement and Plan of Merger with Anbang Insurance Group Co., Ltd.

On November 8, 2015, FGL and Anbang entered into a definitive merger agreement (the "Merger Agreement") pursuant to which Anbang will acquire all outstanding shares of FGL (the "Merger") for $26.80 per share in cash, without interest. The joint press release can be found on FGL's investor relations website at www.fglife.com.

FGL and Anbang are committed to securing the remaining regulatory approvals and seek to close the Merger as expeditiously as possible, however, the closing of the Merger, and the timing thereof, is subject to the regulatory review and approval process. The Merger remains subject to the receipt of regulatory approvals from the Iowa Insurance Division, the New York Department of Financial Services and the China Insurance Regulatory Commission ("CIRC"). The parties have obtained requisite regulatory approvals for the Merger from the Vermont Department of Financial Regulation and the Committee on Foreign Investment in the United States ("CFIUS"). The parties will not be required to file a notification of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, due to an available exemption.

[Enterprising Investor]

Fidelity & Guaranty Life Reports Fiscal Third Quarter 2016 Results (8/02/16)

Reported net income was $10 million or $0.16 per diluted share for the third quarter

Adjusted operating income was $48 million or $0.82 per diluted share for the third quarter

Total annuity sales were $832 million; including fixed indexed annuity ("FIA") sales of $495 million

Indexed universal life ("IUL") sales increased 50% over prior year to $15 million

Average assets under management increased to $18.5 billion, up 5% over prior year

DES MOINES, Iowa, Aug. 2, 2016 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL), a leading provider of annuities and life insurance, today reported net income of $10 million or $0.16 per diluted common share for the fiscal third quarter of 2016 ended on June 30, 2016(1). The Company reported adjusted operating income of $48 million, or $0.82 per diluted share, compared to adjusted operating income of $25 million or $0.43 per diluted share, in the prior year period.

[tables deleted]

Sales In Line With Expectations

Sales of our core fixed indexed annuity product were $495 million in the current period, an increase of 18% as compared to the fiscal second quarter of 2016. The sequential quarter growth reflects continued productive partnerships with our independent marketing organizations ("IMO's"). As expected, FIA sales were down from the prior year quarter as we have intentionally moderated volume to sustain a disciplined approach for new business profitability and capital management.

Sales of multi-year guarantee annuities ("MYGA") were $180 million in the current quarter as compared to $12 million in the same period last year. We continue to view this business as opportunistic; therefore our MYGA volume will fluctuate from period to period.

During the quarter, we entered into a $157 million funding agreement with Federal Home Loan Bank , under an investment spread strategy. This funding agreement is reflected as an institutional spread based product and, similar to MYGA, we view this volume as opportunistic and subject to fluctuation period to period.

Indexed universal life sales in the quarter were $15 million, an increase of 50% compared to $10 million last year. The strong growth in the current period reflects FGL's ongoing efforts to steadily grow indexed universal life sales through its network of core middle-market focused IMO's.

Investment Portfolio Performing Well

Net investment income was $236 million for the quarter, an increase of 11% compared to $212 million for the same period last year. This growth was driven by increases in average assets under management ("AAUM") and earned yields. AAUM increased $0.9 billion or 5% over the prior year due to sales growth and stable policy owner retention trends.

The average earned yield on the total portfolio in the quarter was 5.01%, up 28 basis points from 4.73% in the prior year quarter, primarily due to portfolio repositioning completed last year. Net investment income and earned yields in the quarter also benefited from tender offer and bond prepayment income of $5 million, before DAC amortization and taxes. Asset purchases during the quarter were $0.8 billion at an average yield of 5.00%. Asset purchases during the current quarter were primarily in investment grade corporate bonds and structured securities and high grade preferred stocks. The average NAIC rating for the portfolio remains approximately 1.5.

Net investment spread across all product lines increased 47 basis points compared to fiscal third quarter 2015. Net investment spread in fixed indexed annuities at 307 basis points held steady with recent quarters' experience. Net realized losses on available-for-sale investments were $7 million in the quarter before DAC amortization and taxes and net of reinsurance. Included in this amount were $3 million of net gains, primarily on tenders, and $7 million gain on the bankruptcy settlement for RadioShack, offset by $17 million of other than temporary impairment losses.

Capital Management Trends

•GAAP book value per share at June 30, 2016 was $30.22 on a reported basis; book value per share excluding accumulated other comprehensive income ("AOCI") was $25.05, an increase of 6% year over year.

•As announced on August 1, 2016, the FGL Board of Directors has declared a quarterly dividend of $0.065 per share. The dividend is payable on September 6, 2016 to shareholders of record as of the close of business on August 22, 2016.

Agreement and Plan of Merger with Anbang Insurance Group Co., Ltd. ("Anbang")

On November 8, 2015, FGL and Anbang entered into a definitive merger agreement (the "Merger Agreement") pursuant to which Anbang will acquire all outstanding shares of FGL (the "Merger") for $26.80 per share in cash, without interest. The joint press release can be found on FGL's investor relations website at www.fglife.com.

FGL and Anbang are committed to securing the remaining regulatory approvals and seek to close the Merger as expeditiously as possible, however, the closing of the Merger, and the timing thereof, is subject to the regulatory review and approval process. The Merger remains subject to the receipt of regulatory approvals from the Iowa Insurance Division, the New York Department of Financial Services and the China Insurance Regulatory Commission ("CIRC"). The parties have obtained requisite regulatory approvals for the Merger from the Vermont Department of Financial Regulation and the Committee on Foreign Investment in the United States ("CFIUS"). The parties will not be required to file a notification of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, due to an available exemption.

Non-GAAP Measures

Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Reconciliations of such measures to the most comparable GAAP measures are included herein.

AOI is calculated by adjusting net income to eliminate (i) the impact of net investment gains including other-than-temporary impairment ("OTTI") losses recognized in operations, but excluding gains and losses on derivatives hedging our indexed annuity policies, (ii) the effect of changes in the interest rates used to discount the FIA embedded derivative liability, (iii) the effect of change in fair value of the reinsurance related embedded derivative, and (iv) the effect of class action litigation reserves. All adjustments to AOI are net of the corresponding VOBA and DAC impact. The income tax impact related to these adjustments is measured using an effective tax rate of 35%, as appropriate.

While these adjustments are an integral part of the overall performance of FGL, market conditions impacting these items can overshadow the underlying performance of the business. Accordingly, we believe using a measure which excludes their impact is effective in analyzing the trends of our operations. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do.

Net investment spread is the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on FIA policies.

Average assets under management ("AAUM") is the sum of (i) total invested assets at amortized cost, excluding derivatives, (ii) related party loans and investments and (iii) cash and cash equivalents at the end of each month in the period divided by the number of months in the period.

Book value per share excluding AOCI is calculated as total stockholders' equity excluding AOCI divided by the total number of shares of common stock outstanding.

Adjusted operating return on equity ("ROE") is calculated by dividing AOI by total average equity excluding AOCI. Average equity excluding AOCI is the average of the beginning and ending equity excluding AOCI for the period.

Sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP. For GAAP purposes annuity sales are recorded as deposit liabilities (i.e. contract holder funds). Management believes that presentation of sales as measured for management purposes enhances the understanding of our business and helps depict longer term trends that may not be apparent in the results of operations due to the timing of sales and revenue recognition.

While management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace GAAP financial results and should be read in conjunction with those GAAP results.

Conference Call

In light of the announced merger with Anbang, FGL has elected to discontinue conference calls to discuss quarterly and annual results, pending the closing of the transaction. FGL will continue to issue its earnings press releases and quarterly financial supplement.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life, headquartered in Des Moines, Iowa, trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-reports-fiscal-third-quarter-2016-results-300307866.html

[Enterprising Investor]

Fidelity & Guaranty Life Declares Quarterly Dividend and Announces Details for the 2016 Annual Shareholders Meeting (8/01/16)

DES MOINES, Iowa, Aug. 1, 2016 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL), announced today that its Board of Directors has declared a quarterly dividend of $0.065 per share. The dividend is payable on September 6, 2016 to shareholders of record as of the close of business on August 22, 2016.

In addition, FGL today announced that the board of directors has established August 8, 2016 as the record date for determining shareholders entitled to vote at the annual shareholders meeting, which will be held on Friday, September 30, 2016, at 10:00 a.m. Central Time at Two Ruan Center, 601 Locust Street, Des Moines, IA 50309.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa, and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-declares-quarterly-dividend-and-announces-details-for-the-2016-annual-shareholders-meeting-300307288.html

[Enterprising Investor]

Regulatory delays continue (5/31/16)

As previously announced, on November 8, 2015, Fidelity & Guaranty Life (the “Company”), Anbang Insurance Group Co., Ltd. (“Anbang”) and certain of their related entities entered into a definitive merger agreement (such merger, the “Merger”). Anbang has notified the Company that it plans to refile its insurance regulatory change of control application with respect to the Merger with the New York Department of Financial Services (the “NY Application”) following the withdrawal of such application by Anbang on May 27, 2016. The withdrawal of the NY Application was made without prejudice to Anbang’s ability to refile the NY Application and after discussion with the New York Department of Financial Services. The Company expects that Anbang and its subsidiaries will refile the NY Application in the near future. Anbang also continues to work with the Iowa Insurance Division to secure regulatory approval for the Merger. The parties are committed to securing the remaining regulatory approvals and seek to close the Merger as expeditiously as possible, however, the closing of the Merger, and the timing thereof, is subject to the regulatory review and approval process.

http://www.sec.gov/Archives/edgar/data/1585064/000158506416000089/fglform8-knydfs2016x05x31.htm

[Enterprising Investor]

Price decline a function of regulatory delay (5/09/16)

The following comment appeared in the HRG Group, Inc. 2Q15 earnings announcement:

Elsewhere this quarter, FGL moved closer to completing its transaction with Anbang and received clearance from the Committee on Foreign Investment in the United States. FGL continues to make progress securing the remaining regulatory approvals and we expect FGL to close this transaction in the third quarter of calendar year 2016.

http://www.sec.gov/Archives/edgar/data/109177/000010917716000128/hrg-331201610xqmar31pressr.htm

[Enterprising Investor]

Fidelity & Guaranty Life Declares Quarterly Dividend (4/28/16)

DES MOINES, Iowa, April 28, 2016 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL), announced today that its Board of Directors has declared a quarterly dividend of $0.065 per share. The dividend is payable on May 30, 2016 to shareholders of record as of the close of business on May 16, 2016.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa, and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-declares-quarterly-dividend-300259617.html

[Enterprising Investor]

Shareholder vote is not required.

On November 8, 2015, FS Holdco II Ltd. (the “Majority Stockholder”), a wholly-owned subsidiary of HRG Group, Inc. (“HRG”) and direct holder of 47,000,000 shares of Company Common Stock representing approximately 80.7% of the outstanding shares of Company Common Stock, delivered a written consent adopting, authorizing, accepting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”).

[Enterprising Investor]

Recent decline most likely a function of the Consent Solicitation deadline passing without any news on results.

In order to receive a Consent Fee, holders of record (each a "Holder" and, collectively, the "Holders") at 5:00 p.m., New York City time, on March 23, 2016 of the Notes need to validly deliver their Consents prior to 5:00 p.m., New York City time, on April 5, 2016 (as such time and date may be extended or earlier terminated, the "Expiration Date").

[Enterprising Investor]

China’s Anbang to Buy Allianz’s Korean Operations After Dropping Starwood Bid (4/06/16)

The deal with Germany’s Allianz is the Chinese insurance group’s second acquisition in South Korea

By Kane Wu

HONG KONG—China’s Anbang Insurance Group Co. reached a deal to buy the South Korean operations of Germany’s Allianz SE, just days after it walked away from a $14 billion bid for Starwood Hotels & Resorts Worldwide Inc.

The deal is a small one for the ambitious Chinese insurer. Anbang will pay more than $3 million for Allianz Life Insurance Korea and Allianz Global Investors Korea, it said in a Chinese-language statement. Anbang and Allianz also issued a joint statement Wednesday announcing the deal.

Anbang has exploded onto the international scene in recent years by spending billions to acquire insurers and hotels throughout the world. In February 2015, it laid out nearly $2 billion for New York’s Waldorf-Astoria, the highest price ever paid for a single U.S. hotel. It is also a big player at home, with stakes in listed Chinese developers and banks, while also investing in a traditional Chinese medicine maker and a wind-turbine manufacturer.

Anbang made a bid in March for Starwood, which had already struck a deal to sell itself to Marriott International Inc. That sparked a bidding war for the U.S. luxury-hotel owner in which Anbang raised its offer to $14 billion before dropping out last week, citing “various market considerations.”

The deal with Germany’s Allianz is Beijing-based Anbang’s second acquisition in South Korea. A year ago it bought a controlling stake in South Korean life insurer Tong Yang Life Insurance Co. for $1 billion from South Korea-focused private-equity firm Vogo Investment Group and other investors.

Anbang’s purchase from Allianz is subject to local regulatory approvals; the parties expect to complete the deal in the second half of the year.

The South Korea operation being sold was founded in 1954 and acquired by Allianz in 1999. At the end of 2015 it had assets of about $15 billion and 1.1 million customers, according to the Anbang statement.

Yao Dafeng, head of Asia-Pacific for Anbang, said the company will strive to provide better services to Chinese customers entering South Korea.

Anbang’s most recent overseas insurance foray was its $1.57 billion acquisition of U.S. life-insurance provider Fidelity & Guaranty Life last November. That deal has cleared the Committee on Foreign Investment in the U.S., but hasn’t yet closed.

Earlier in 2015, Anbang agreed to buy and recapitalize Dutch insurer Vivat. In December 2014, it snapped up a small Belgian bank.

Write to Kane Wu at [e-mail]

http://www.wsj.com/articles/chinas-anbang-to-buy-allianzs-korean-operations-days-after-dropping-starwood-bid-1459928432

[Enterprising Investor]

Fidelity & Guaranty Life Announces Commencement of Consent Solicitation to Amend Senior Notes of Fidelity & Guaranty Life Holdings, Inc. (3/24/16)

DES MOINES, Iowa, March 24, 2016 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL) announced today that its subsidiary, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), is soliciting ("Consent Solicitation") consents ("Consents") from holders of its 6.375% Senior Notes due 2021 ("Notes") (CUSIP No. 315786 AA1 (144A) and U30050 AA3 (Reg S)) to certain proposed amendments ("Proposed Amendments") to the indenture governing the Notes ("Indenture"). The Consent Solicitation is being conducted in connection with the previously announced Agreement and Plan of Merger ("Merger Agreement"), by and among Fidelity & Guaranty Life, Anbang Insurance Group Co., Ltd. ("Anbang") and the other parties thereto. Under the terms of the Merger Agreement, a subsidiary of Anbang will merge with and into Fidelity & Guaranty Life ("Merger").

FGLH is offering a cash payment, equal to $7.50 for each $1,000 principal amount of the Notes ("Consent Fee") for which Consents are delivered, to Holders (as defined below) of such Notes who consent to following Proposed Amendments:

• the defined term "Change of Control" in the Indenture will be amended to provide that the Merger will not constitute a Change of Control, and the defined term "Permitted Holders" used therein and elsewhere in the Indenture will be amended to provide that Anbang will be a Permitted Holder, as such term is used in the change of control provisions and in the provision that permits transactions pursuant to which a Permitted Holder may provide certain services to FGLH and/or its subsidiaries, at cost; and

• Section 3.2 (Reports) of the Indenture will be amended to provide that, only with respect to the fiscal quarter in which the Merger is consummated ("Relevant Quarter"), FGLH will have 75 days (rather than 45 days) after the end of such Relevant Quarter to furnish certain reports to the Trustee (as defined in the Indenture) as required pursuant to the terms of the Indenture.

The Consent Solicitation is subject to the terms and conditions set forth in the Consent Solicitation Statement dated March 24, 2016 ("Consent Solicitation Statement") and the accompanying consent form ("Consent Form"), which are being distributed to Holders of the Notes.

In order to receive a Consent Fee, holders of record (each a "Holder" and, collectively, the "Holders") at 5:00 p.m., New York City time, on March 23, 2016 of the Notes need to validly deliver their Consents prior to 5:00 p.m., New York City time, on April 5, 2016 (as such time and date may be extended or earlier terminated, the "Expiration Date"). Payment of a Consent Fee for the Notes is conditioned upon the receipt by FGLH of Consents in respect of a majority in aggregate principal amount of the Notes ("Requisite Consent"). FGLH will pay the Consent Fee for the Notes promptly following the time at which all the conditions with respect to the Consent Solicitation, including the consummation of the Merger, have been satisfied or waived. Holders of Notes for which no Consent is validly delivered prior to the Expiration Date (or for which a Consent is delivered and later revoked) will not receive a Consent Fee, even though the Proposed Amendments, if they become operative, will bind all Holders and any subsequent holders of the Notes.

Adoption of the Proposed Amendments is not a condition to the consummation of the Merger. FGLH expects to execute a supplemental indenture after the Requisite Consent has been obtained. Upon its execution, the supplemental indenture will be effective and constitute a binding agreement among FGLH, the subsidiary guarantors party thereto and the Trustee. However, the Proposed Amendments will not become operative until immediately prior to the consummation of the Merger and will cease to be operative if the Merger is not consummated.

FGLH may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. If the Consent Solicitation is terminated, the Proposed Amendments will have no effect on the Indenture, the Notes or the Holders of the Notes.

FGLH has engaged Credit Suisse Securities (USA) LLC to act as solicitation agent ("Solicitation Agent") in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at [phone] (toll-free) or [phone] (collect). FGLH has engaged D.F. King & Co., Inc. to act as information agent and tabulation agent ("Information and Tabulation Agent") and paying agent for the Consent Solicitation. Requests for documents relating to the Consent Solicitation may be obtained from D.F. King & Co., Inc. at [phone] (toll-free), [phone] or by e-mail at [e-mail].

On March 14, 2016, Fidelity & Guaranty Life received notification from the Committee on Foreign Investment in the United States ("CFIUS") that, following its review of the transactions contemplated by the Merger Agreement, CFIUS has concluded all action under Section 721 of the Defense Production Act of 1950, as amended, and determined that there are no unresolved national security concerns with respect to such transactions. The foregoing satisfies the closing condition regarding CFIUS in the Merger Agreement. Additionally, on March 18, 2016, Fidelity & Guaranty Life filed an information statement with the U.S. Securities and Exchange Commission in connection with the Merger.

This press release is for informational purposes only and the Consent Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement and the related Consent Form. The Consent Solicitation is not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consent. None of FGLH, the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

This press release may contain forward-looking information and statements relating to the Consent Solicitation, the Merger and other matters. Any statements included in this press release that address activities, events or developments that will or may occur in the future are forward looking, and include among others, statements regarding: (i) the Proposed Amendments, (ii) the expected payment of a Consent Fee, and (iii) the consummation of the Merger. Actual results may differ materially due to a variety of factors including: changed market conditions, the conditions for completing the Merger, the participation of and level of participation by the Holders of Notes in the Consent Solicitation and other factors listed under "Forward-Looking Statements" in the Consent Solicitation Statement. FGLH does not intend to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/fidelity--guaranty-life-announces-commencement-of-consent-solicitation-to-amend-senior-notes-of-fidelity--guaranty-life-holdings-inc-300241008.html

[Enterprising Investor]

Anbang Insurance Group to acquire Fidelity & Guaranty Life (11/09/15)

$26.80 per share all-cash transaction provides immediate value for Fidelity & Guaranty Life stockholders

BEIJING and DES MOINES, Iowa, Nov. 9, 2015 /PRNewswire/ -- Anbang Insurance Group Co., Ltd. ("Anbang" or "the Company"), a leading global comprehensive insurance group based in Beijing, China, and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of annuities and life insurance in the U.S., jointly announced that they have entered into a definitive merger agreement on November 8, 2015 pursuant to which Anbang will acquire FGL for $26.80 per share.

The transaction will make Anbang one of the largest insurers by market share in fixed indexed annuity products in the U.S. It is expected that FGL's solid life and fixed indexed annuity platforms will enhance the growth of Anbang's business while accelerating FGL's ability to further extend its policyholder base.

"Anbang has always followed a client-centric philosophy. This transaction will bring value to the customers of both Anbang and FGL," said the Company in a statement. "Anbang's deep presence in the Asian insurance market has benefited from a deeply rooted rational investment decisions, long-term, value-driven and client-centric growth strategy, all founded in thorough analysis. The acquisition of FGL – a company with a positive operational track record, skilled management team and employee base, and strong long-term business potential – is consistent with Anbang's investment strategy, which is focused on globalization."

"After conducting a review of strategic alternatives, we believe this is an excellent transaction that sets FGL on a good path for continued success," said Chris Littlefield, FGL's President & Chief Executive Officer. "Our expertise and ongoing commitment to independent agents and the indexed life and indexed annuity insurance markets, coupled with Anbang's resources, will allow us to continue to grow our business and serve our customers. In addition, with Anbang's ownership, FGL will join a strong, diversified global company that has a long-term vision and investment horizon for life insurance. We look forward to continuing to provide our distribution partners with innovative solutions designed to protect their clients' families and retirement savings."

"FGL has built a strong and attractive business through the disciplined execution of its strategy," said Omar Asali, President and Chief Executive Officer of HRG Group, the majority owner of FGL. "We are pleased to have supported FGL's successful growth and development since 2011, including positioning the company as a leader in the fixed indexed annuity market and executing FGL's initial public offering in 2013. FGL has been a terrific investment for us and we are happy that FGL has found an ideal new home with Anbang. We believe that this transaction fully reflects the value that has been created at FGL and we strongly support it."

Pursuant to this agreement, Anbang will acquire all of the outstanding shares of Fidelity & Guaranty Life. Stockholders of FGL will receive $26.80 per share in cash at closing. The transaction represents a 28.9% premium over $20.79 per share, FGL's unaffected closing stock price prior to the public announcement of the strategic review process on April 6, 2015.

Subject to regulatory approvals and satisfaction of other customary closing conditions, the transaction is expected to close in the second quarter of 2016. Following the execution of the merger agreement, HRG Group, in its capacity as the majority stockholder of FGL, delivered to Anbang a written consent approving and adopting the merger agreement.

About Anbang Insurance Group
Anbang Insurance Group Co., Ltd. is a leading insurance company based in Beijing, China with a global network of over 30 million customers and more than 30,000 employees. In addition to being one of the leading comprehensive insurance groups in China, Anbang's global business areas cover banking, life insurance, property and casualty insurance, health insurance, pensions, securities, financial leasing and asset management in the following regions: Belgium, Netherlands and South Korea. Customer base includes large enterprises, small and medium sized enterprises, retail and private banking clients. Please visit www.anbanggroup.com/abic/english for more information.

About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, FGL offers fixed indexed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life, headquartered in Des Moines, Iowa, trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/anbang-insurance-group-to-acquire-fidelity--guaranty-life-300174593.html

[stocktrademan]

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[DieselJoe]

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[Gixene]

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