Filing Overview
F&G Annuities & Life, Inc. filed this Form 8-K on December 6, 2023, under Item 1.01 and Item 9.01. The filing reports completion of a public offering of $345 million aggregate principal amount of 7.950% Senior Notes due 2053.
Business Context and Reporting Period
The filing concerns F&G’s corporate financing activities as of December 6, 2023. It does not provide quarterly or annual operating results, revenue, earnings, cash flow, margin, or balance-sheet reporting for a comparable period.
Financing and Key Financial Terms
- Principal amount: $345 million.
- Interest rate: 7.950% per year, payable quarterly in arrears on March 15, June 15, September 15, and December 15, beginning March 15, 2024.
- Maturity: December 15, 2053, unless earlier repurchased or redeemed.
- Security and guarantees: The Notes are senior unsecured and unsubordinated obligations of F&G and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by specified subsidiaries that guarantee obligations under F&G’s existing credit agreement.
- Use of proceeds: Repayment of borrowings under F&G’s revolving credit facility and general corporate purposes, including support for organic growth opportunities. Net proceeds are not quantified in the filing text.
- Expected listing: New York Stock Exchange under the symbol “FGN.”
Material Changes, Outlook, and Risks
- F&G completed the issuance of long-term debt, increasing its funded debt obligations and recurring interest expense. Based on the stated principal and coupon, annual interest would be approximately $27.4 million before any adjustments, although the filing does not state this calculation.
- F&G may redeem the Notes, in whole or in part, at par beginning December 15, 2028, plus accrued and unpaid interest.
- The interest rate may be adjusted if S&P or Fitch, or a substitute rating agency, downgrades or subsequently upgrades the credit ratings assigned to the Notes, subject to the Indenture’s terms.
- Following a Change of Control Triggering Event, subject to specified exceptions, F&G must offer to purchase the Notes at 101% of principal plus accrued and unpaid interest.
- The filing provides no formal earnings guidance or detailed management outlook. Management’s stated intended use of proceeds includes organic growth opportunities.
Financial Metrics and Liquidity
The filing does not provide revenue, net income, cash flow, margins, total debt, cash balances, liquidity ratios, credit-facility availability, or pro forma leverage. It states that proceeds are intended in part to repay revolving credit facility borrowings, but does not disclose the resulting outstanding balance or liquidity position.
Investor Verification Checklist
- Verify the final net proceeds and the amount of revolving credit facility borrowings repaid.
- Review total debt, leverage, liquidity, and interest coverage after the offering.
- Review the Third Supplemental Indenture and the form of Note for covenant, rating-adjustment, redemption, and change-of-control provisions.
- Confirm the identity and financial capacity of the subsidiary guarantors.
- Confirm the expected NYSE listing and trading symbol “FGN.”
- Assess the effect of the 7.950% fixed-rate debt and any potential rating-based interest-rate adjustments on future cash flows.