Replies to post #1134 on NZCH Corp. (fka ZPCM)

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ot: https://ih.advfn.com/p.php?pid=nmona&article=76204287&symbol=HRG

CF Corporation Completes Acquisition of Fidelity & Guaranty Life

NEW YORK and DES MOINES, Iowa, Nov. 30, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF Corp."), HRG Group, Inc. (NYSE: HRG) and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed annuities and life insurance in the U.S., announced today that they have completed their previously announced merger transaction under which CF Corp. acquired 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.


Fidelity & Guaranty Life Logo.

Upon completion of this acquisition, CF Corp. has changed its name to FGL Holdings and will trade on the New York Stock Exchange (NYSE) under the ticker symbol FG commencing on December 1, 2017. The FGL Holdings companies include Fidelity & Guaranty Life Insurance Company, an Iowa-domiciled company offering annuities and life insurance products, Fidelity & Guaranty Life Insurance Company of New York, a New York domiciled company offering annuities and life insurance products, F&G Re Ltd, a Bermuda-based reinsurer, and Front Street Re, a Cayman-based reinsurer.

Messrs. Chinh E. Chu and William P. Foley, II, co-founders of CF Corp., are serving as Co-Chairmen of the Board of FGL Holdings, which will be composed of a majority of independent directors. Chris Littlefield, President and Chief Executive Officer of the newly named FGL Holdings, is continuing to lead the management team.

Mr. Chu said, "We are pleased to complete this important transaction and are excited about the future of FGL Holdings. We look forward to working closely with Chris and the rest of the management team to provide industry-leading retirement savings and life insurance products to policyholders and drive value for our shareholders as FGL Holdings enters its next phase of growth."

Mr. Foley added, "FGL Holdings is a high-quality enterprise serving the retirement needs of an important market. We believe this transaction will enable us to generate meaningful returns for our shareholders and deliver best-in-class solutions for policyholders."

Mr. Ehsan Zargar—HRG Group Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary—noted, "This is a tremendous transaction and we are very happy to have completed it for the benefit of all shareholders. We thank all of the parties for their efforts in navigating this transaction through to a successful outcome."

Mr. Littlefield added, "We are excited to establish ourselves as FGL Holdings and are well positioned to enter our next chapter. We remain focused on continuing to provide our distribution partners, agents and policyowners with compelling insurance products that serve their needs and generate value for all our stakeholders."

Key Transaction Terms and Details

The transaction was 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 (Blackstone's credit platform) and Fidelity National Financial, Inc. provided a full backstop funding commitment to ensure certainty of funding.

Subsidiaries of FGL Holdings have entered into investment management agreements with affiliates of Blackstone. This agreement provides access to Blackstone's superior investment management and strategic oversight capabilities to drive additional value creation for FGL Holdings and policyholders, while continuing FGL Holdings' current focus on high-quality investment grade assets.

In connection with the transaction, CF Corp. also acquired certain reinsurance companies from HRG Group, a diversified holding company and FGL's former largest shareholder.

About FGL Holdings

FGL Holdings, through its subsidiaries, offers fixed index annuities and life insurance products and partners with an established network of independent marketing organizations and their independent agents to distribute these products.

The FGL Holdings family of companies includes
•Fidelity & Guaranty Life Insurance Company, an annuity and life insurance company based in Des Moines, IA
•Fidelity & Guaranty Life Insurance Company of New York
•F&G Re Ltd, a Bermuda-based reinsurer

For more information, please visit www.fglife.bm.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. FGL Holdings' actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, FGL Holdings' expectations with respect to future performance and anticipated financial impact of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside FGL Holdings' control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against FGL Holdings' in connection with the merger agreement and the transactions contemplated therein; (2) the inability to obtain or maintain the listing of FGL Holdings' ordinary shares on the New York Stock Exchange following the business combination; (3) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (4) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (5) costs related to the business combination; (6) changes in applicable laws or regulations; (7) the possibility that FGL Holdings may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties identified in CF Corp.'s proxy statement relating to the business combination, including those under "Risk Factors" therein, and in CF Corp.'s and FGL's other filings with the SEC. FGL Holdings cautions that the foregoing list of factors is not exclusive. Readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. FGL Holdings does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

FGL Holdings Contacts:
Investors and Media:
Diana Hickert-Hill
FGL Holdings
[e-mail]; [e-mail]
410.487.0992





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SOURCE FGL Holdings

Copyright 2017 PR Newswire

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reversing us out before using it(?) :(



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 22, 2017








NZCH Corporation


(Exact name of registrant as specified in its charter)





Nevada


(State or other jurisdiction of incorporation)














000-27729



76-0571159


(Commission File Number)



(IRS Employer Identification No.)

















450 Park Avenue, 29 th Floor,

New York, NY





10022


(Address of Principal Executive Offices)



(Zip Code)







[phone]


(Registrant’s telephone number, including area code)








(Former name or former address, if changed since last report)







Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:













?



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)









?



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)









?



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))









?



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).




Emerging growth company. ?









If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?






















Item 8.01.

Other Events.




NZCH Corporation (the “Company”) has determined to pursue a reverse split of its outstanding shares of common stock, par value $0.001 per share (“the Common Stock”), pursuant to Nevada Revised Statutes (“NRS”) 78.207, whereby (i) each 500,000 shares of Common Stock outstanding as of the effective date of the reverse stock split will be combined into one whole share of Common Stock and (ii) the number of authorized shares of Common Stock will be simultaneously and correspondingly reduced (collectively, the “Reverse Stock Split”). In lieu of issuing any fractional shares to any stockholder as a result of the Reverse Stock Split, the Company will make, to any stockholder that would otherwise hold a fractional share after giving effect to the Reverse Stock Split, a cash payment in an amount equal to $0.02 per pre-split share (the “Cash Payment”). Accordingly, any stockholder owning fewer than 500,000 pre-split shares as of the effective date of the Reverse Stock Split will no longer have an equity interest in the Company and will only be entitled to receive the Cash Payment multiplied by the number of pre-split shares owned by such stockholder.




The primary purpose of the Reverse Stock Split is to reduce the number of record holders of the Company's Common Stock to fewer than 300, thereby allowing the Company to terminate the registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend its reporting obligations under Section 15(d) of the Exchange Act. The record date for purposes of the transaction is January 2, 2018.




Under NRS 78.207, the Reverse Stock Split will be effectuated by filing a Certificate of Change with the Nevada Secretary of State, which the Company expects to file on or around January 15, 2018. Pursuant to NRS 78.207, the Reverse Stock Split does not require stockholder approval, nor will stockholders have dissenter’s rights or other appraisal rights under Nevada law. Therefore, the Company is not seeking stockholder approval for these actions, and no vote is sought in connection with these actions.




Although the Company has approved the Reverse Stock Split and subsequent termination of registration of the Common Stock and suspension of the Company’s duty to file periodic reports and other information with the SEC under the Exchange Act, the Company reserves the right to abandon, postpone or modify the foregoing for any reason, at any time before they are consummated.




The transaction is a “going private” transaction under Section 13(e) of the Exchange Act and the Company will file a Schedule 13E-3 with the SEC that contains additional information about the transaction, which you are urged to read carefully and in its entirety. The Schedule 13E-3 will be available at www.sec.gov.


































SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.










NZCH Corporation






















By:

/s/ George C. Nicholson






Name:

George C. Nicholson






Title:

Senior Vice President, Chief Accounting Officer and Chief Financial Officer