United States securities and exchange commission logo
September 22, 2022
Christopher Blunt
Chief Executive Officer
F&G Annuities & Life, Inc.
801 Grand Avenue, Suite 2600
Des Moines, IA 50309
Re: F&G Annuities &
Life, Inc.
Registration
Statement on Form 10
Filed August 31,
2022
File No. 001-41490
Dear Mr. Blunt:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Exhibit 99.1 Information Statement
Our amended and restated certificate of incorporation and bylaws will
contain exclusive forum
provisions , page 30
1. Please revise the
heading and body of this risk factor to clarify that the exclusive forum
provision is included
in your bylaws and not the amended and restated certificate of
incorporation. In
addition, we note that Article IX of your bylaws does not include the
same information
regarding the Securities Act and Exchange Act that is included in the
information statement.
In this regard, we note that the information statement states the
exclusive forum
provision will not apply to actions brought under the Securities Act. This
suggests, as provided
by Section 22 of the Securities Act, that federal and state courts will
have concurrent
jurisdiction over such claims. However, Article IX states the federal
courts shall be the
sole and exclusive forum for the resolution of any complaint arising
under the Securities
Act. If Article IX is accurate and will control, please revise your
Christopher Blunt
FirstName LastNameChristopher Blunt
F&G Annuities & Life, Inc.
Comapany 22,
September NameF&G
2022 Annuities & Life, Inc.
September
Page 2 22, 2022 Page 2
FirstName LastName
information statement disclosure as appropriate, including to describe
Section 22 and to
state that as a result there is uncertainty as to whether a court
would enforce the
exclusive forum provision. Please also state that investors cannot
waive compliance with
the federal securities laws and the rules and regulations thereunder.
Further, please revise
your bylaws to clearly state that the exclusive forum provision of
Article IX does not
apply to Exchange Act claims, or tell us how you will inform investors
in future filings
that the provision does not apply to any actions arising under the
Exchange Act.
We Play in Large and Growing Markets, page 47
2. We note your response to comment 8. Please briefly disclose here that
you acquired
a 30% minority stake in Freedom Equity Group in October of 2021, and
to the extent
material identify the cultural markets this NMG targets. Consider also
discussing here
your plans to acquire an ownership stake in a second NMG that focuses
on cultural
markets by the end of 2022, as well as your plans to increase your
ownership percentage
in Freedom Equity Group by 2024.
Our Financial Goals, page 49
3. We note your response to comment 9 and reissue. Please briefly discuss
here the
anticipated timeframe for implementing your goal to diversify your
sources of earnings
into less capital-intensive adjacent products and services. In this
regard, consistent with
your response discuss that over the next several months you will be
completing a strategic
review to determine additional products and services that could
benefit from your
manufacturing capabilities and result in the your earning fees from
third parties that utilize
such capabilities. Also, please clarify what manufacturing
capabilities you are
referencing.
Adjusted Net Earnings Attributable to Common Shareholders, page 86
4. Please refer to comments 17, 18 and 21. We continue to evaluate your
responses and may
have further comments.
Return on Average Equity, page 88
5. Please refer to comment 20. We note your disclosure on page 88 that
average equity for
the twelve months rolling is the average of five points throughout the
period. Please
revise to disclose the five points in time used in each calculation
and how the five points
are used in determining the twelve month rolling average. Please
provide us the details of
your calculation of average equity for 2021 as an example.
Net Investment Spread, page 89
6. Please refer to comment 4. Please revise to present and reconcile Net
Investment Spread
with the most directly comparable financial measure calculated in
accordance with US
GAAP. Please tell us how you determined that presenting Net Investment
Spread without
Christopher Blunt
F&G Annuities & Life, Inc.
September 22, 2022
Page 3
adjusting for the market volatility on alternative investments is not
the most comparable
US GAAP measure.
Note B - Restatement and Reclassification of Previously Issued Financial
Statements, page F-23
7. Please refer to comment 24. Please tell us the amount of the Actuarial
System Conversion
errors identified during 2021 and how they impacted the Fidelity
National Financial, Inc.
2020 and 2021 financial statements.
Legal and Regulatory Contingencies, page F-126
8. Please refer to comment 25. If true, please revise your disclosure to
clarify that
reasonably possible losses for all pending legal proceedings are not
material to your
financial statements either individually or in the aggregate. If not
true, please revise to
disclose the amount or range of reasonably possible losses.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact John Stickel at 202-551-3324 or John Dana Brown at
202-551-3859 with
any other questions.
FirstName LastNameChristopher Blunt Sincerely,
Comapany NameF&G Annuities & Life, Inc.
Division of
Corporation Finance
September 22, 2022 Page 3 Office of
Finance
FirstName LastName