F&G Annuities & Life, Inc. current report, 10 March 2023

Vollständiges Dokument

Filing Overview

F&G Annuities & Life, Inc. filed a Form 8-K reporting material agreements executed on March 10, 2023. The filing does not provide quarterly or annual operating results and does not cover a financial reporting period.

Material Agreements and Financial Terms

  • F&G, Blackstone ISG-I Advisors L.L.C. and Fidelity National Financial, Inc. amended the investment management agreements, the IMA Omnibus Termination Side Letter and the sub-manager fee agreement.
  • For assets under management existing as of March 31, 2023, annual investment management fee rates remain:
    • 0.26% for aggregate assets up to $25 billion;
    • 0.24% for assets above $25 billion through $34 billion; and
    • 0.12% for assets above $34 billion.
  • The sub-manager fee agreement was revised to address additional asset classes, existing asset-class fee rates and fees related to new business generated after March 31, 2023.
  • The company stated that the amendments will produce aggregate reductions in investment management and sub-manager fees payable to Blackstone and its affiliates. The filing does not provide the dollar amount of the expected savings.
  • The IMA Omnibus Termination Side Letter’s initial term was extended to June 1, 2029, followed by automatic two-year renewal terms unless terminated under specified rights.
  • Certain termination rights were replaced with a performance-based termination right available after the initial term, based on Blackstone’s investment performance relative to agreed benchmarks.

Agreement with BilCar

MVB Management, which is 50% owned by BilCar, LLC, agreed with Blackstone to reduce by 50% its participation fee relating to new assets under management. BilCar waived its right to receive portions of related payments from Blackstone.

F&G separately agreed to pay BilCar the fees BilCar would otherwise have received through MVB Management from Blackstone over the 10-year period ending March 31, 2033. The filing does not disclose the expected payment amount, payment schedule or present value.

Outlook, Risks and Unusual Items

  • The agreements are expected to reduce ongoing investment-management-related fees, but the magnitude of the benefit depends on assets under management, new business and applicable fee schedules.
  • The extended term and renewal provisions increase the duration of the Blackstone relationship.
  • Future termination may depend on performance relative to negotiated benchmarks and other contractual conditions.
  • The BilCar arrangement represents a related-party transaction involving an affiliate of William Foley, the company’s Executive Chairman and a director.
  • The filing contains no management earnings guidance, revenue outlook, profit forecast, liquidity update, debt information, cash-flow data or margin information.

Key Facts to Verify

  • Actual assets under management subject to each fee tier and the resulting annual fee savings.
  • Revised sub-manager fee rates for existing asset classes and new business.
  • The dollar value, timing and accounting treatment of payments to BilCar through March 31, 2033.
  • The performance benchmarks and detailed termination rights in Exhibit 10.1.
  • Any related-party disclosure and subsequent financial-statement impact arising from the BilCar agreement.