Business Context and Reporting Period
F&G Annuities & Life, Inc. filed this Current Report on Form 8-K dated January 13, 2023, reporting the issuance of senior notes and creation of a related financial obligation. The filing does not report operating results for a quarterly or annual reporting period.
Transaction and Key Financial Terms
- F&G issued $500 million aggregate principal amount of 7.400% Senior Notes due 2028 on January 13, 2023.
- The notes mature on January 13, 2028 and pay interest semiannually on January 13 and July 13, beginning July 13, 2023.
- The notes are senior, unsecured and unsubordinated obligations of F&G, fully and unconditionally guaranteed on the same basis by subsidiaries that guarantee obligations under F&G’s existing credit agreement.
- F&G intends to use the net proceeds for general corporate purposes, including supporting growth in assets under management and future liquidity requirements. The filing does not provide the amount of net proceeds after fees and expenses.
- The notes were sold in a private offering to qualified institutional buyers under Rule 144A and outside the United States under Regulation S.
- The issuance creates a direct financial obligation under Item 2.03 of Form 8-K.
Material Changes and Debt Provisions
- This filing documents a new $500 million debt issuance; it does not provide a comparison with a prior period or disclose the company’s total debt, leverage, cash balance or liquidity position before or after the offering.
- F&G may redeem the notes before December 13, 2027 at a make-whole redemption price, subject to the terms of the indenture. On or after that date, the notes may be redeemed at 100% of principal plus accrued interest.
- Upon a qualifying change of control triggering event, F&G generally must offer to purchase the notes at 101% of principal plus accrued and unpaid interest.
- The interest rate may be adjusted if S&P or Fitch changes the credit ratings assigned to the notes, as specified in the indenture.
Registration Rights, Outlook and Risks
- F&G and the guarantors agreed to use commercially reasonable efforts to register an exchange offer for substantially similar registered notes.
- If specified registration defaults occur, additional interest may accrue at 0.25% per annum for the first 90-day period and an additional 0.25% per annum for each subsequent period, capped at a total increase of 0.50% per annum.
- The filing contains no management earnings guidance, revenue outlook, margin forecast or cash-flow forecast.
- Key financial considerations include the fixed 7.400% interest cost, refinancing or repayment of principal at maturity, potential rating-related rate adjustments, and restrictions and remedies under the indenture.
Investor Verification Items
- Verify the final net proceeds and their allocation, including amounts used for asset-management growth and liquidity.
- Review the indenture for covenants, events of default, redemption mechanics and change-of-control provisions.
- Confirm the identity and scope of subsidiary guarantors and assess the notes alongside F&G’s existing credit agreement and other obligations.
- Monitor credit ratings, registration-statement and exchange-offer deadlines, and any registration-default interest.
- Obtain updated financial statements to assess leverage, liquidity, interest coverage and the company’s ability to repay or refinance the notes at maturity.