UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 27, 2020
FGL HOLDINGS
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-37779 | 98-1354810 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4th Floor Boundary Hall, Cricket Square Grand Cayman, Cayman Islands KY1-1102 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: 1 (345) 947-5614
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary shares, par value $.0001 per share | FG | New York Stock Exchange | ||
| Warrants to purchase ordinary shares | FG WS | New York Stock Exchange |
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. |
The special committee of the board of directors (the “Special Committee”) of FGL Holdings (“F&G”) has determined: (i) that as a result of the dissenters’ rights notices received by F&G to date, F&G will not be in a position to obtain a “will” level tax opinion that is a condition to the closing of the transactions contemplated by the merger agreement between Fidelity National Financial, Inc. (“FNF”) and F&G (the “Tax Opinion Closing Condition”) and (ii) to waive the Tax Opinion Closing Condition. The terms of the merger agreement among the parties provide that the waiver of the Tax Opinion Closing Condition is within the sole control of the Special Committee.
As previously announced, the anticipated closing date for the transaction is June 1, 2020, assuming that F&G shareholders approve the merger and related proposals at the F&G extraordinary general meeting scheduled to be held virtually on May 29, 2020, and subject to the satisfaction or waiver of customary conditions at the closing. There is no anticipated impact on the closing of the transaction stemming from this waiver.
As previously disclosed in the Registration Statement (File No. 333-237540) of FNF on Form S-4 filed on April 1, 2020 with the U.S. Securities and Exchange Commission and the related definitive proxy statement of F&G in connection with the F&G extraordinary general meeting, if the total consideration to be paid to F&G ordinary shareholders exercising dissenters’ rights is significant, F&G might not be able to obtain the tax opinion, and F&G might waive the Tax Opinion Closing Condition and allow the completion of the mergers to proceed without a tax opinion. The waiver of the Tax Opinion Closing Condition does not mean that the transactions contemplated by the merger agreement between FNF and F&G will not qualify as a “reorganization” for U.S. federal income tax purposes, but given the number of dissenting shares, it is possible that such transactions may not qualify as a “reorganization” for U.S. federal income tax purposes. If the transactions were not to qualify as a “ reorganization” for U.S. federal income tax purposes, F&G shareholders would generally be treated as selling their F&G ordinary shares in a taxable sale for U.S. federal income tax purposes. F&G shareholders are urged to read the section in the Registration Statement (FileNo. 333-237540) of FNF on FormS-4 filed on April 1, 2020 with the U.S. Securities and Exchange Commission, and the related definitive proxy statement of F&G in connection with the F&G extraordinary general meeting, each as amended and supplemented through the date hereof, entitled “The Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” and to consult their own tax advisors regarding the tax implications to them of the Special Committee’s waiver of the Tax Opinion Closing Condition.
Cautionary Note Regarding Forward-Looking Statements
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This Current Report on Form8-K contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements relating to F&G and FNF, including statements relating to the proposed transaction and related matters. Such statements are subject to risks and uncertainties, many of which are beyond the control of F&G and FNF, that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of the management of F&G and FNF, respectively. Forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes in the financial markets; (2) the outcome of any legal proceedings that may be instituted against F&G or FNF following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the merger agreement, including due to failure to obtain approval of the shareholders of F&G or other conditions to closing in the merger agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transactions contemplated by the merger agreement to fail to close; (5) the risk that the transactions contemplated by the merger agreement disrupt current plans and operations of F&G or FNF as a result of the announcement thereof; (6) the ability to recognize the anticipated benefits of the transactions contemplated by the merger agreement, which may be affected by, among other things, competition, the ability of the management of F&G and FNF to grow and manage their respective businesses profitably and to retain their key employees; (7) costs related to the transactions contemplated by the merger agreement; (8) changes in applicable laws or regulations; (9) the risk that the mergers may not be treated as a single integrated transaction that qualifies as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the transactions contemplated by the merger agreement would be treated as a taxable sale by U.S. Holders of their F&G shares in exchange for the merger consideration; (10) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S. or other foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the transactions contemplated by the merger agreement, cause the terms of such transactions to be modified or change the anticipated tax consequences of such transactions;
(11) the possibility that F&G or FNF may be adversely affected by other economic, business, and/or competitive factors, as well as the impact on the business, operations, results of operations and trading prices of the shares of F&G and FNF arising out of the COVID-19 outbreak; (12) risks that any of the closing conditions to the proposed merger may not be satisfied in a timely manner; (13) the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; and (14) other risks and uncertainties identified in F&G’s and FNF’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Each of F&G and FNF cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither F&G nor FNF undertakes or accepts any obligation or undertaking to release 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 Current Report on Form8-K.
All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither F&G nor FNF undertakes any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form8-K relates to a proposed transaction between F&G and FNF, which is the subject of a registration statement and relevant solicitation materials filed by FNF with the SEC. In connection with the proposed transaction, FNF has filed with the SEC a registration statement on FormS-4 that includes a proxy statement of F&G and a prospectus of FNF, as well as other relevant documents concerning the proposed transaction. F&G commenced mailing of the definitive proxy statement to F&G’s shareholders on April 30, 2020. This Current Report on Form8-K is not a substitute for the registration statement, the definitive proxy statement and relevant solicitation materials that FNF has or may file with the SEC or any other documents which FNF may send to its or F&G’s shareholders in connection with the proposed transaction. Investors and security holders are urged to carefully and entirely read the registration statement and relevant solicitation materials and all other relevant documents, as well as any amendments or supplements to these documents, if and when they become available, because they will contain important information about the proposed transaction and related matters. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available for free from F&G by contacting Jamie Lillis, Managing Director, Solebury Trout,(203)-428-3223, jlillis@soleburytrout.com.
No Offer or Solicitation
This Current Report on Form8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 28, 2020 | FGL Holdings | |||||
| By: | /s/ ERIC L. MARHOUN | |||||
| Name: Eric L. Marhoun | ||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||
