As filed with the Securities and Exchange Commission on November 29, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F&G Annuities & Life, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 6311 | 85-2487422 |
(State or other jurisdiction of
incorporation or organization) | (Primary Standard Industrial Classification Code
Number) | (I.R.S. Employer
Identification Number) |
801 Grand Avenue, Suite 2600
Des Moines, Iowa 50309
(515) 330-3340
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jodi Ahlman
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, Iowa 50309
(515) 330-3340
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | | | | |
Dwight S. Yoo
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000 | Jeffrey J. Delaney Stephanie J. Langan Pillsbury Winthrop Shaw Pittman LLP 31 W. 52nd St. New York, New York 10019 (212) 858-1000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-275750
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | 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 to Section 7(a)(2)(B) of the Securities Act. o
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
TABLE OF ADDITIONAL REGISTRANTS
| | | | | | | | | | | | | | | | | | | | |
Exact name of registrant as specified in its charter* | | State or other
jurisdiction of
incorporation or
organization | | Primary Standard
Industrial
Classification Code
Number | | I.R.S. Employer
Identification
Number |
| CF Bermuda Holdings Limited | | Bermuda | | 6311 | | |
| FGL US Holdings Inc. | | Delaware | | 6311 | | 82-2796563 |
| Fidelity & Guaranty Life Business Services, Inc. | | Delaware | | 6311 | | 43-1914674 |
| Fidelity & Guaranty Life Holdings, Inc. | | Delaware | | 6311 | | 48-1245662 |
__________________
*The address and telephone number of each additional registrant is c/o F&G Annuities & Life, Inc., 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309, tel. (515) 330-3340.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, F&G Annuities & Life, Inc., CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc (collectively, the “Registrants”) are filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-275750), which the Registrants originally filed on November 27, 2023 (the “Prior Registration Statement”), and which the Commission declared effective on November 29, 2023.
The Registrants are filing this registration statement for the sole purpose of increasing the aggregate principal amount of the senior notes offered by F&G Annuities & Life, Inc. by $57,500,000. The additional securities that are being registered for sale are in an amount that represents no more than 20% of the maximum aggregate principal amount set forth in the Prior Registration Statement. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this registration statement.
EXHIBIT INDEX
| | | | | | | | |
| Number | | Description |
| | |
| 5.1 | | |
| | |
| 5.2* | | |
| | |
| 23.1 | | |
| | |
| 23.2 | | |
| | |
| 23.3 | | |
| | |
| 24.1 | | |
| | |
| 107 | | |
*Incorporated by reference to the Exhibit of the same number to the Prior Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa, on November 29, 2023.
| | | | | | | | |
| F&G ANNUITIES & LIFE, INC. |
| | |
| By: | /s/ Jodi Ahlman |
| | Jodi Ahlman |
| | General Counsel & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| * | | President & Chief Executive Officer (Principal Executive Officer); Director | | November 29, 2023 |
| Christopher O. Blunt | | | |
| | | | |
| * | | Chief Financial Officer (Principal Financial and Accounting Officer) | | November 29, 2023 |
| Wendy J.B. Young | | | |
| | | | |
| * | | Chairman of the Board | | November 29, 2023 |
| William P. Foley, II | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Douglas K. Ammerman | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Celina J. Wang Doka | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Douglas Martinez | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Michael Nolan | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Raymond Quirk | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| John D. Rood | | | | |
| | | | | |
| *By: | /s/ Jodi Ahlman |
| Jodi Ahlman |
| Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa on November 29, 2023.
| | | | | | | | |
| CF BERMUDA HOLDINGS LIMITED |
| | |
| By: | /s/ Jodi Ahlman |
| | Jodi Ahlman |
| | Senior Vice President, General Counsel & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| * | | President & Chief Executive Officer (Principal Executive Officer); Director | | November 29, 2023 |
| Christopher O. Blunt | | | |
| * | | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director | | November 29, 2023 |
| Wendy J.B. Young | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| John D. Currier | | | | |
| | | | | |
| *By: | /s/ Jodi Ahlman |
| Jodi Ahlman |
| Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa on November 29, 2023.
| | | | | | | | |
| FGL US HOLDINGS INC. |
| | |
| By: | /s/ Jodi Ahlman |
| | Jodi Ahlman |
| | Senior Vice President, General Counsel & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| * | | President & Chief Executive Officer (Principal Executive Officer); Director | | November 29, 2023 |
| Christopher O. Blunt | | | |
| | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director | | |
| * | | | November 29, 2023 |
| Wendy J.B. Young | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| John D. Currier | | | | |
| | | | | |
| *By: | /s/ Jodi Ahlman |
| Jodi Ahlman |
| Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa on November 29, 2023.
| | | | | | | | |
| FIDELITY & GUARANTY LIFE BUSINESS
SERVICES, INC. |
| | |
| By: | /s/ Jodi Ahlman |
| | Jodi Ahlman |
| | Senior Vice President, General Counsel & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| * | | President & Chief Executive Officer (Principal Executive Officer); Director | | November 29, 2023 |
| Christopher O. Blunt | | | |
| | | | |
| * | | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | | November 29, 2023 |
| Wendy J.B. Young | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| John D. Currier | | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| Marie Norcia | | | | |
| | | | | |
| *By: | /s/ Jodi Ahlman |
| Jodi Ahlman |
| Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa on November 29, 2023.
| | | | | | | | |
| FIDELITY & GUARANTY LIFE HOLDINGS, INC. |
| | |
| By: | /s/ Jodi Ahlman |
| | Jodi Ahlman |
| | Senior Vice President, General Counsel & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| * | | President & Chief Executive Officer (Principal Executive Officer); Director | | November 29, 2023 |
| Christopher O. Blunt | | | |
| | | | |
| * | | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director | | November 29, 2023 |
| Wendy J.B. Young | | | |
| | | | |
| * | | Director | | November 29, 2023 |
| John D. Currier | | | | |
| | | | | |
| *By: | /s/ Jodi Ahlman |
| Jodi Ahlman |
| Attorney-in-Fact |
