FGL Holdings Sample Contracts

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [Date] (the “Grant Date”), between FGL Holdings (the “Company”), and [Name] (the “Grantee”), is being entered into pursuant to the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”).

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Chris Blunt (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Chris Blunt (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Jonathan Bayer (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Jonathan Bayer (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – 4th Floor Boundary Hall, Cricket Square LETTER AMENDMENT NO. 1 (March 1st, 2019)

We refer to the Letter Agreement dated as of November 30, 2017 (the “Letter Agreement”) among the undersigned and you, attached hereto as Exhibit A. Capitalized terms not otherwise defined in this Letter Amendment No. 1 (this “Amendment”) have the same meanings as specified in the Letter Agreement.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [Date] (the “Grant Date”), between FGL Holdings (the “Company”), and [Name] (the “Grantee”), is being entered into pursuant to the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”).

FGL Holdings – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (this “Agreement”), dated as of ____________________ is made by and between FGL Holdings, a Cayman Islands exempted company, (the “Company”), and _____________________ (“Indemnitee”).

FGL Holdings – EMPLOYMENT AGREEMENT (March 1st, 2019)

This Employment Agreement (the “Agreement”), dated as of February 6, 2019 (the “Effective Date”), is made by and between FGL HOLDINGS (together with its subsidiaries, the “Company”) and CHRISTOPHER BLUNT (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.”

FGL Holdings – FGL Holdings Reports Fourth Quarter and Full Year 2018 Results and Declares Common Stock Dividend (February 27th, 2019)

GEORGE TOWN, Cayman Islands: February 27, 2019 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the fourth quarter of 2018.

FGL Holdings – FGL Holdings (“F&G”; NYSE: FG) Investor Supplement December 31, 2018 (Year Ended December 31) (February 27th, 2019)

The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K.

FGL Holdings – F&G Overview Established FGL Holdings (NYSE: FG), Cayman Islands based holding company, in transformative 4Q17 acquisition of Fidelity & Guaranty Life  Created high-ROE company positioned for sustained growth  Operations in Des Moines, IA; Baltimore, MD; Hamilton, Bermuda  Oldest subsidiary dates to 1959 Provide retirement & life insurance solutions for more than 700,000 customers  Fixed Indexed Annuities (FIA)  Multi-Year Guarantee Annuities (MYGA)  Indexed Universal Life (IUL) Employ ~300 associates dedicated to serving policyholders, distribution partners and shareholders Distribu (January 7th, 2019)
FGL Holdings – SEVERANCE AGREEMENT AND RELEASE (December 19th, 2018)

THIS SEVERANCE AGREEMENT AND RELEASE (the “Agreement”) is entered into by and between FGL Holdings, including all of its past and present parents, subsidiaries, affiliates and related entities (collectively, the “Employer”), and Christopher J. Littlefield (“Executive”).

FGL Holdings – FGL Holdings (“F&G”; NYSE: FG) Investor Supplement September 30, 2018 (Year Ended December 31) (November 7th, 2018)

The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K.

FGL Holdings – FGL Holdings Reports Third Quarter 2018 Results (November 7th, 2018)

GEORGE TOWN, Cayman Islands: November 7, 2018 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the third quarter of 2018.

FGL Holdings – FGL HOLDINGS ANNOUNCES RESULTS OF WARRANT EXCHANGE OFFER (October 9th, 2018)

George Town, Cayman Islands – October 5, 2018 – FGL Holdings (NYSE: FG, FG WS) (the “Company,” “we” or “our”) today announced the results of its previously announced offer to exchange (“Offer to Exchange”) any and all of its outstanding warrants (the “Warrants”) for 0.11 ordinary shares of the Company, par value $0.0001 (the “Exchange Shares”) and $0.98, in cash, without interest, per warrant (together, the “Exchange Consideration”), upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO, originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 6, 2018, as amended and supplemented by Amendment No. 1 filed by the Company with the SEC on September 21, 2018, the related Letter of Transmittal, as amended, and the other related Offer to Exchange materials. The Offer to Exchange expired at 12:00 Midnight, New York City time, on October 4, 2018. Based on information provided by Continental Stock

FGL Holdings – Investor Supplement June 30, 2018 (Year Ended December 31) (August 8th, 2018)

The financial statements and financial exhibits included herein are unaudited. These financial statements and exhibits should be read in conjunction with the Company's periodic reports on Form 10-K, Form 10-Q and Form 8-K.

FGL Holdings – FGL Holdings Reports Second Quarter 2018 Results (August 8th, 2018)

GEORGE TOWN, Cayman Islands: August 8, 2018 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the second quarter of 2018.

FGL Holdings – THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FGL HOLDINGS (ADOPTED BY SPECIAL RESOLUTION DATED 9 MAY 2018) THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FGL HOLDINGS (ADOPTED BY SPECIAL RESOLUTION DATED 9 MAY 2018) (May 11th, 2018)
FGL Holdings – Investor Supplement March 31, 2018 (Year Ended December 31) (May 9th, 2018)

This document contains certain non-GAAP financial measures commonly used in our industry that, together with the relevant GAAP measures, may enhance a user’s ability to analyze the Company's operating performance and capital position for the periods presented. These measures should be considered supplementary to our results in accordance with GAAP and should not be viewed as a substitute for the GAAP measures. Because the Company's calculation of these measures may differ from similar measures used by other companies, investors should be careful when comparing the Company's non-GAAP financial measures to those of other companies.

FGL Holdings – FGL Holdings Reports First Quarter 2018 Results (May 9th, 2018)

GEORGE TOWN, Cayman Islands: May 9, 2018 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the first quarter of 2018.

FGL Holdings – FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer and the Guarantors from time to time party to the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 20, 2018 5.50% Senior Notes Due 2025 (April 25th, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 2018 (this “Supplemental Indenture”), among Fidelity & Guaranty Life Holdings, Inc. (the “Company”), the Guarantors under the Indenture referred to below (the “Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

FGL Holdings – FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTY HERETO INDENTURE Dated as of April 20, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE ISSUANCE OF NOTES IN SERIES (April 25th, 2018)

INDENTURE, dated as of April 20, 2018, as amended, restated, supplemented or otherwise modified from time to time (this “Indenture”), among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), CF BERMUDA HOLDINGS LIMITED, a Bermuda exempted company (the “Parent”), FGL US HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ( the “Intermediate Guarantor”), certain other subsidiaries of the Parent from time to time party hereto (the “Subsidiary Guarantors” and together with the Parent and the Intermediate Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).

FGL Holdings – SUMMARY (April 16th, 2018)

Unless the context otherwise indicates or requires, the terms “we,” “our,” “us,” and the “Company,” as used in this Exhibit 99.1, refer, for periods prior to the completion of the Business Combination (as defined below), to FGL (as defined below) and its subsidiaries and, for periods upon or after completion of the Business Combination, to Parent (as defined below) and its subsidiaries, including CF Bermuda Holding Limited, a Bermuda exempted limited liability company (“CF Bermuda”)_ the issuer of the notes offered hereby and its subsidiaries. Fidelity & Guaranty Life Holdings, Inc. (the “issuer”) operates primarily through Fidelity & Guaranty Life Insurance Company (“FGLIC”), which is domiciled in Iowa and was incorporated in Maryland in 1959, and also through FGLIC’s subsidiary, Fidelity & Guaranty Life Insurance Company of New York (“FGLICNY”).

FGL Holdings – Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31) (March 15th, 2018)

This document contains certain non-GAAP financial measures commonly used in our industry that, together with the relevant GAAP measures, may enhance a user’s ability to analyze the Company's operating performance and capital position for the periods presented. These measures should be considered supplementary to our results in accordance with GAAP and should not be viewed as a substitute for the GAAP measures. Because the Company's calculation of these measures may differ from similar measures used by other companies, investors should be careful when comparing the Company's non-GAAP financial measures to those of other companies.

FGL Holdings – Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31) (February 28th, 2018)

This document contains certain non-GAAP financial measures commonly used in our industry that, together with the relevant GAAP measures, may enhance a user’s ability to analyze the Company's operating performance and capital position for the periods presented. These measures should be considered supplementary to our results in accordance with GAAP and should not be viewed as a substitute for the GAAP measures. Because the Company's calculation of these measures may differ from similar measures used by other companies, investors should be careful when comparing the Company's non-GAAP financial measures to those of other companies.

FGL Holdings – FGL Holdings Reports Fourth Quarter 2017 Results (February 28th, 2018)

GEORGE TOWN, Cayman Islands: February 28, 2018 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the fourth calendar quarter of 2017.

FGL Holdings – FGL Holdings 2017 Omnibus INCENTIVE PLAN (February 16th, 2018)
FGL Holdings – INVESTMENT MANAGEMENT AGREEMENT (December 1st, 2017)

This Investment Management Agreement (the “Agreement”), dated as of November 30, 2017, is by and between Front Street Re (Cayman) Ltd., a Cayman exempted company organized under the laws of the Cayman Islands (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).

FGL Holdings – FGL Holdings 2017 Omnibus INCENTIVE PLAN (December 1st, 2017)
FGL Holdings – GUARANTEE AGREEMENT Dated as of November 30, 2017 among FIDELITY & GUARANTY LIFE, FGL US HOLDINGS INC., FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC. and the other GUARANTORS Party Hereto and ROYAL BANK OF CANADA, as Administrative Agent (December 1st, 2017)

This GUARANTEE AGREEMENT (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 30, 2017 is entered into by and among FIDELITY & GUARANTY LIFE, a Delaware corporation (“FGL”), FGL US HOLDINGS INC., a Delaware corporation (“FGL US”), FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC., a Delaware corporation (“FGLBS”), the other Guarantors party hereto and ROYAL BANK OF CANADA, as Administrative Agent.

FGL Holdings – EQUITY PURCHASE AGREEMENT (December 1st, 2017)

This Equity Purchase Agreement (this “Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), and Commonwealth Land Title Insurance Company (the “Purchaser”).

FGL Holdings – CREDIT AGREEMENT Dated as of November 30, 2017 among FIDELITY & GUARANTY LIFE HOLDINGS, INC., and CF BERMUDA HOLDINGS LIMITED, as Borrowers, ROYAL BANK OF CANADA, as Administrative Agent and LC Issuer, RBC CAPITAL MARKETS1 and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Lead Bookrunners, RBC CAPITAL MARKETS and BANK OF AMERICA, N.A., as Syndication Agents, BNP PARIBAS, ASSOCIATED BANK, NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and BMO HARRIS BANK N.A., as Co-Documentation Agents, and THE LENDERS PARTY HERETO (December 1st, 2017)

This CREDIT AGREEMENT is entered into as of November 30, 2017, by and among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Company”), CF BERMUDA HOLDINGS LIMITED, a Bermuda exempted limited liability company (the “Parent Borrower”; together with the Company, the “Borrowers” and individually, each, a “Borrower”), the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each, a “Lender”), ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and an LC Issuer, and the other agents and arrangers party hereto.

FGL Holdings – CF Corporation Sterling House (December 1st, 2017)

Reference is made to the Investment Management Agreements set forth on Exhibit A (as such agreements may be amended or modified from time to time, the “Investment Management Agreements”) to be entered into between certain subsidiaries (individually, a “Company” and collectively, the “Companies”) of CF Corporation, a Cayman Islands exempted corporation (“CF Corp.”), that are party to such Investment Management Agreements, and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”), and a wholly owned subsidiary of The Blackstone Group L.P. (“Blackstone”).

FGL Holdings – EQUITY PURCHASE AGREEMENT (December 1st, 2017)

This Equity Purchase Agreement (this “Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), and Fidelity National Financial, Inc. (the “Purchaser”).