CF Corporation (NASDAQ:CFCO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On May 24, 2017, CF Corporation, a Cayman Islands exempted
company (the Company),entered into an Agreement and Plan of
Merger (the Merger Agreement) with FGL US Holdings Inc., a
Delaware corporation and wholly owned indirect subsidiary of the
Company (Parent), FGL Merger Sub Inc., a Delaware corporation and
wholly owned direct subsidiary of Parent (Merger Sub), and
Fidelity Guaranty Life, a Delaware corporation (FGL), to which,
subject to the satisfaction or waiver of certain conditions set
forth therein, Merger Sub will merge with and into FGL in
accordance with the Delaware General Corporation Law (the DGCL),
with FGL surviving the merger as a wholly owned indirect
subsidiary of the Company (the transactions contemplated by the
Merger Agreement, the Business Combination).

Merger Consideration

to the Merger Agreement, at the time of closing (the Effective
Time), each issued and outstanding share of FGL common stock, par
value $0.01 per share (the FGL Common Stock), immediately prior
to the Effective Time (other than any shares of FGL Common Stock
owned by FGL as treasury stock or by any FGL subsidiary or owned
by the Company, Parent, Merger Sub or any other subsidiary of the
Company (which will be cancelled and no payment will be made with
respect thereto), shares granted to the Company Equity Plan (as
defined in the Merger Agreement) or with respect to which
appraisal rights under the DGCL are properly exercised and not
withdrawn) will be cancelled and converted automatically into the
right to receive $31.10 in cash, without interest (the Merger
Consideration). The Merger Agreement permits FGL to pay out a
regular quarterly cash dividend on FGL Common Stock prior to the
closing of the transaction in an amount not in excess of $0.065
per share, per quarter (the per share amount of FGLs most
recently declared quarterly dividend).

At the Effective Time, each (i) option to purchase shares of FGL
Common Stock, (ii) restricted share of FGL Common Stock and (iii)
performance-based restricted stock unit relating to shares of FGL
Common Stock, in each case, whether vested or unvested, will
become fully vested and automatically converted into the right to
receive a cash payment equal to the product of (1) the number of
shares subject to the award (for restricted stock units,
determined at the target performance level), multiplied by (2)
the Merger Consideration (less the exercise price per share in
the case of stock options). Each stock option and restricted
stock unit relating to shares of Fidelity Guaranty Life Holdings,
Inc., a subsidiary of FGL (FGLH), whether vested or unvested,
will become fully vested and automatically converted into the
right to receive a cash payment equal to the product of (A) the
number of shares of FGLH stock subject to the award, multiplied
by (B) $176.32 (less the exercise price in the case of such stock
options), and each dividend equivalent held in respect of a share
of FGLH stock (a DER), whether vested or unvested, will become
fully vested and automatically converted into the right to
receive a cash payment equal to the amount accrued with respect
to such DER.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations,
warranties and covenants by the Company, Parent, Merger Sub and
FGL.

Conditions to Closing

Consummation of the Business Combination is subject to
satisfaction or waiver of customary closing conditions,
including, among others, approval by the Companys shareholders of
the Merger Agreement and the issuance of the Companys ordinary
shares in connection with the Business Combination, approval by
FGLs stockholders and delivery at least twenty (20)days prior to
the Closing (as defined in the Merger Agreement) of an
information statement to be filed with (and cleared by) the U.S.
Securities and Exchange Commission (the SEC) in accordance with
Regulation 14C under the Securities Exchange Act of 1934, as
amended (the Exchange Act), absence of specified adverse laws or
orders, the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and receipt of certain regulatory approvals, including
approval by the Iowa Insurance Department, the New York
Department of Financial Services and the Vermont Department of
Financial Regulation.

Following the execution of the Merger Agreement, FS Holdco II
Ltd. (FS Holdco), a wholly owned subsidiary of HRG Group, Inc.
(HRG) and FGLs majority stockholder, executed and delivered to
FGL and the Company an irrevocable written consent approving and
adopting the Merger Agreement and the transactions contemplated
thereby. As a result, the holders of a majority of the
outstanding shares of FGL Common Stock have adopted and approved
the Merger Agreement.

Termination

The Merger Agreement contains customary termination rights,
including, among others, (i) by mutual written consent of the
Company and FGL, (ii) by the Company or FGL if the Business
Combination is prohibited by law, (iii) by the Company or FGL if
the Company does not obtain approval of its shareholders and (iv)
by the Company or FGL if the Business Combination is not
consummated prior to January 24, 2018, subject to extension under
certain circumstances. Upon termination of the Merger Agreement
under specified circumstances, FGL may be required to pay a
termination fee to the Company in an aggregate amount of
$50,000,000.

In addition, Blackstone Tactical Opportunities Fund II L.P. (BTO
Fund), certain affiliated funds of GSO Capital Partners LP (GSO)
and Fidelity National Financial, Inc. (FNF) have executed limited
guaranties in favor of FGL to guarantee, in the event of the
termination of the Merger Agreement as a result of the Companys,
Parents or Merger Subs intentional and material breach or fraud,
the payment of a portion of any damages determined in a final
judgment by a court or governmental authority or to a settlement
by written agreement of the parties to the Merger Agreement, up
to a specified portion of the total transaction value.

The foregoing description of the Merger Agreement and the
Business Combination does not purport to be complete and is
qualified in its entirety by the terms and conditions of the
Merger Agreement, a copy of which is attached hereto as
Exhibit2.1 and is incorporated herein by reference. The Merger
Agreement contains representations, warranties and covenants that
the respective parties made to each other as of the date of such
agreement or other specific dates. The assertions embodied in
those representations, warranties and covenants were made for
purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by
the parties in connection with negotiating such agreement. The
Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about the Company, FGL or any other
party to the Merger Agreement. In particular, the
representations, warranties, covenants and agreements contained
in the Merger Agreement, which were made only for purposes of
such agreement and as of specific dates, were solely for the
benefit of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts) and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors and reports and documents filed with the SEC. Investors
should not rely on the representations, warranties, covenants and
agreements, or any descriptions thereof, as characterizations of
the actual state of facts or condition of any party to the Merger
Agreement. In addition, the representations, warranties,
covenants and agreements and other terms of the Merger Agreement
may be subject to subsequent waiver or modification. Moreover,
information concerning the subject matter of the representations
and warranties and other terms may change after the date of the
Merger Agreement, which subsequent information may or may not be
fully reflected in the Companys public disclosures.

Equity Commitment Letters

In connection with the Merger Agreement, the Company obtained the
following equity commitment letters for the purpose of funding
the Business Combination consideration and related transactions
and paying the costs and expenses incurred in connection
therewith (the Equity Commitment Letters):

BTO Fund Equity Commitment Letter

to equity commitment letters (the BTO Fund Equity Commitment
Letters) from BTO Fund, dated as of May 24, 2017, BTO Fund has
committed, on the terms and subject to the conditions set forth
therein, at the Closing, to purchase, or cause the purchase of,
equity of the Company (the terms of which are described more
fully under the section Investor Agreement below) for an
aggregate cash purchase price of $225 million (the BTO Fund
Commitment). BTO Fund is an investment fund under common control
with CFS Holdings (Cayman) L.P. (CFS), a shareholder of the
Company and a party to one of the forward purchase agreements
between the Company, CF Capital Growth, LLC and each of the
counterparties thereto (the Forward Purchase Agreements).

The obligation of BTO Fund to fund the BTO Fund Commitment will
terminate automatically and immediately upon the earliest to
occur of (a) the Closing (upon funding), (b) the termination of
the Merger Agreement in accordance with its terms and (c) FGL or
any of its affiliates or representatives asserting any claim
against BTO Fund in connection with the Merger Agreement or any
of the transactions contemplated by the BTO Fund Equity
Commitment Letters or the Merger Agreement, subject to certain
exceptions.

FNF Equity Commitment Letters

to equity commitment letters (the FNF Equity Commitment Letters)
from FNF, dated as of May 24, 2017, FNF has committed, on the
terms and subject to the conditions set forth therein, at the
Closing, to purchase, or cause the purchase of, equity of the
Company (the terms of which are described more fully under the
section Investor Agreement below) for an aggregate cash purchase
price equal to (x) $235 million plus (y) up to an aggregate of
$195 million to offset any redemptions of the Companys ordinary
shares in connection with the shareholder vote to approve the
Business Combination) on or after the date of the FNF Equity
Commitment Letters and prior to the Closing (the FNF Commitment).
The Companys Co-Executive Chairman, William P. Foley, II, is also
the non-executive Chairman of the Board of FNF.

The obligation of FNF to fund the FNF Commitment will terminate
automatically and immediately upon the earliest to occur of (a)
the Closing (upon funding), (b) the termination of the Merger
Agreement in accordance with its terms and (c) FGL or any of its
affiliates or representatives asserting any claim against FNF in
connection with the Merger Agreement or any of the transactions
contemplated by the FNF Equity Commitment Letters or the Merger
Agreement, subject to certain exceptions.

GSO Equity Commitment Letters

to equity commitment letters (the GSO Equity Commitment Letters)
from GSO, dated as of May 24, 2017, GSO has committed, on the
terms and subject to the conditions set forth therein, to
purchase, or cause the purchase of, preferred shares of the
Company (the terms of which are described more fully under the
section GSO Side Letter below) for an aggregate cash purchase
price equal to (x) $275 million plus (y) up to an aggregate of
$465 million to offset any redemptions of the Companys ordinary
shares in connection with the shareholder vote to approve the
Business Combination) on or after the date of the GSO Equity
Commitment Letters and prior to the Closing (the GSO Commitment).

The obligation of GSO to fund the GSO Commitment will terminate
automatically and immediately upon the earliest to occur of (a)
the Closing (upon funding), (b) the termination of the Merger
Agreement in accordance with its terms and (c) FGL or any of its
affiliates or representatives asserting any claim against GSO or
any of its affiliates in connection with the Merger Agreement or
any of the transactions contemplated by the GSO Equity Commitment
Letters or the Merger Agreement, subject to certain exceptions.

Forward Purchase Backstop Equity Commitment Letters

to equity commitment letters (the Forward Purchase Backstop
Equity Commitment Letters) from BTO Fund and FNF, dated as of May
24, 2017, (i) BTO Fund has committed, on the terms and subject to
the conditions set forth therein, at the Closing, to purchase, or
cause the purchase of, equity of the Company for an aggregate
cash purchase price equal to one-third (1/3) of the aggregate
amount, if any, not funded by one or more purchasers under the
Forward Purchase Agreements at or prior to the Closing to the
Forward Purchase Agreements (the FPA Shortfall), up to an
aggregate amount of $100 million, and (ii) FNF has committed, on
the terms and subject to the conditions set forth therein, at the
Closing, to purchase, or cause the purchase of, equity of the
Company for an aggregate cash purchase price equal to two-thirds
(2/3) of the FPA Shortfall, up to an aggregate amount of $200
million (the Forward Purchase Backstop Commitments).

In exchange for providing the Forward Purchase Backstop
Commitments, promptly following the Closing, the Company will pay
to BTO Fund or its designated affiliate the amount of $1.5
million and to FNF the amount of $3.0 million, with such amounts
payable whether or not any portion of the Forward Purchase
Backstop Commitment is ultimately required to be funded.

The obligation of the parties to the Forward Purchase Backstop
Equity Commitment Letters (the Forward Purchase Backstop Parties)
to fund the Forward Purchase Backstop Commitments will terminate
automatically and immediately upon the earliest to occur of (a)
the Closing (upon funding), (b) the termination of the Merger
Agreement in accordance with its terms and (c) FGL or any of its
affiliates or representatives asserting any claim against any
Forward Purchase Backstop Party in connection with the Merger
Agreement or any of the transactions contemplated by the Forward
Purchase Backstop Equity Commitment Letters or the Merger
Agreement, subject to certain exceptions.

The Equity Commitment Letters include an aggregate of $57 million
in commitments that relate to the Companys purchase of the
Acquired Companies (as defined in Item 8.01 herein) to the Share
Purchase Agreement described under Item 8.01 herein, of which $23
million would be used to offset a portion of net redemptions, if
any, by public

shareholders of the Company in connection with the shareholder
vote to approve the Business Combination and $9 million would be
used to fund any FPS Shortfall.

Investor Agreement

As an inducement for each of BTO Fund, GSO and FNF (collectively,
the Investor Agreement Parties) to enter into the limited
guaranties (described above) in connection with the Business
Combination, the Company entered into an investor letter
agreement, dated May 24, 2017, with the Investor Agreement
Parties (the Investor Agreement), to which the Company agreed
that, without the Investor Agreement Parties prior written
consent, the Company would not amend, modify, grant any waiver of
any condition under or seek to terminate any of the transaction
agreements relating to the Business Combination, or take any
action concerning settlements, stipulations or judgments with or
by government authorities or make any regulatory filings
contemplated by the Merger Agreement, subject in each case to
certain exceptions and qualifications.

to the Investor Agreement, the terms of the equity to be issued
to the Equity Commitment Letters will be as follows:

With respect to the BTO Fund Commitment under the BTO Fund Equity Commitment Letters and the Forward Purchase Backstop Equity Commitment Letters, BTO Fund will purchase ordinary shares of the Company.

With respect to the FNF Commitment described in the FNF Equity Commitment Letters, FNF will purchase (i) $135 million of ordinary shares for $10.00 per share, and (ii) $100 million of preferred shares, plus additional amounts, if any, to FNFs commitment to offset a portion of the redemptions of the Companys ordinary shares and warrants on the terms as set forth in the term sheet attached to that certain GSO Side Letter (as defined below).

In the event that holders of ordinary shares redeem their shares in connection with the Business Combination, a certain portion of the GSO Commitment and the FNF Commitment, as described in their respective commitment letters, shall be allocated pro rata based on their aggregate commitments thereunder.

The Investor Agreement further provides that the Investor
Agreement Parties will receive registration rights on customary
terms with respect to the ordinary shares, preferred shares and
warrants (and the ordinary shares underlying such warrants)
issued to the Equity Commitment Letters.

GSO Side Letter

On May 24, 2017, the Company entered into a side letter agreement
with GSO (the GSO Side Letter), which provides that the preferred
shares to be issued to GSO and FNF under the GSO Side Letter and
the Investor Agreement, respectively, will have a 30-year
maturity, a dividend rate of 7.5% per annum, payable quarterly in
cash or additional preferred shares of the Company, at the
Companys option, and will not be convertible into ordinary shares
of the Company. In the event that any material indebtedness of
the Company or any of its subsidiaries is accelerated, the
dividend rate on all preferred shares will increase incrementally
by 2.0%.

From the tenth anniversary of the funding date, upon GSOs
request, the Company is required (subject to customary black-out
provisions) to re-market the preferred equity on customary terms.
The Company must offer the re-marketed equity with (i) a dividend
rate up to 10-year treasury rate plus up to 8%; and (ii) up to 7
years of non-call protection. To the extent market conditions
make such re-marketing impracticable, the Company may temporarily
delay such re-marketing provided that the preferred equity is
re-marketed within six months of the date of GSO initial request.
If the proceeds from any sales resulting from such marketing are
less than the outstanding balance of the applicable preferred
shares (including dividends paid in kind and unpaid accrued
dividends), the Company will issue common equity to the holders
of the preferred shares with an aggregate value (calculated at a
8% discount to the 30-day VWAP) equal to such difference.

In the event that preferred equity is issued to GSOs and FNFs
backstop commitments, and only if such backstop commitments are
funded, to their respective Equity Commitment Letters, the GSO
Side Letter and the Investor Agreement, then the dividend rate on
all preferred shares will increase incrementally and ratably up
to maximum of 12.0% on the following dates: first, on the funding
date of the purchase of such preferred equity; second, on the six
month anniversary of such funding date; and third, on the twelve
month anniversary of such funding date. The preferred shares will
be callable at any time by the Company, subject to specified
multiples on invested capital. The terms of the preferred equity
are expected to include customary covenants for senior preferred
equity, including limitations on debt incurrence, equity
issuances and payments of dividends. The preferred equity will
rank senior in priority to all other existing and future equity
securities of the Company with respect to distribution rights and
liquidation preference. In addition, holders of preferred equity
are expected to have board observation and customary registration
rights with respect to such shares.

to the GSO Side Letter, for the period from the date of the GSO
Side Letter until the earlier of (a) the mutual agreement by the
parties thereto not to execute definitive documentation relating
to the GSO Commitment, (b) the Closing Date, and (c) the first
anniversary of the GSO Side Letter, the Company agreed (i) not
to, directly or indirectly solicit, participate in any
negotiations or discussion with or provide or afford access to
information to any third party with respect to, or otherwise
effect, facilitate, encourage or accept any offers for the
purchase or provision of the preferred equity to be issued to GSO
to the GSO Commitment Letters (the GSO Preferred Equity) or any
alternative equity or debt financing arrangements, in each case,
to be put in place in connection with the Business Combination in
replacement of the GSO

Preferred Equity or any portion thereof (other than to the Equity
Commitment Letters, Forward Purchase Agreements or the debt
commitment letter), and (ii) if the Business Combination is not
consummated and the Company pursues an alternative transaction
with FGL within the period ending on the first anniversary of the
GSO Side Letter, and another financing source or institution
proposes to provide financing in connection with such alternative
transaction, the Company will provide GSO a reasonable
opportunity to provide such financing in lieu of any other
financing source or institution on equivalent terms.

GSO Fee Letter

As consideration for the GSO Commitment (including the backstop
commitment) and the agreements of GSO under the GSO Commitment
Letters, limited guaranty and the GSO Side Letter, the Company
also entered into a fee letter agreement with GSO, dated May 24,
2017 (the GSO Fee Letter), to which the Company has agreed to pay
to GSO the following fees at Closing:

the original issue discount of $5.5 million in respect of the preferred shares issued to GSO (the GSO OID);

a commitment fee of $6.975 million (the GSO Commitment Fee);

penny warrants convertible, in the aggregate, for 3.3% of the Companys ordinary shares (on a fully diluted basis) (the GSO Investment Warrants); and

if, and to the extent, any amount of the preferred equity under GSOs backstop commitment is funded (the GSO Backstop Equity), then (x) a funding fee of 0.5% of the amount of the GSO Backstop Equity that is funded (together with the GSO OID and the GSO Commitment Fee, the GSO Closing Payments), and (y) penny warrants attached to the GSO Backstop Equity that are convertible, in the aggregate, for the result of (1) the proportion of the GSO Backstop Equity that is funded, and (2) 3.5% of the Companys ordinary shares (on a fully diluted basis) (together with the GSO Investment Warrants, the GSO Warrants).

The GSO Closing Payments will be paid as a reduction of the
purchase price payable by GSO for the preferred equity under the
GSO Commitment Letters. The Company has also agreed to pay or
reimburse GSO for fees and expenses of counsel in connection with
GSOs anticipated purchase of the preferred equity.

FNF Fee Letter

As consideration for the FNF Commitment (including the backstop
commitment) and the agreements of FNF under the FNF Commitment
Letters and limited guaranty, the Company also entered into a fee
letter agreement with FNF (the FNF Fee Letter), dated May 24,
2017, to which the Company has agreed to pay to FNF the following
fees at Closing:

the original issue discount of $2.0 million in respect of the preferred shares issued to FNF (the FNF OID)

a commitment fee of $2.925 million (the FNF Commitment Fee);

penny warrants convertible, in the aggregate, for 1.2% of the Companys ordinary shares (on a fully diluted basis) (the FNF Investment Warrants); and

if, and to the extent, any amount of the preferred equity under FNFs backstop commitment is funded (the FNF Backstop Equity), (x) a funding fee of 0.5% of the amount of the FNF Backstop Equity that is funded (together with the FNF OID and the FNF Commitment Fee, the FNF Closing Payments), and (y) penny warrants attached to the FNF Backstop Equity that are convertible, in the aggregate, for the result of (1) the proportion of the FNF Backstop Equity that is funded, and (2) 1.5% of the Companys ordinary shares (on a fully diluted basis) (together with the FNF Investment Warrants, the FNF Warrants).

The FNF Closing Payments will be paid as a reduction of the
purchase price payable by FNF for the preferred equity under the
FNF Equity Commitment Letters. The Company has also agreed to pay
or reimburse FNF for fees and expenses of counsel in connection
with FNFs anticipated purchase of the preferred equity.

Debt Commitment Letter

On May 24, 2017, Parent, an indirect wholly owned subsidiary of
the Company, entered into a commitment letter with Royal Bank of
Canada (RBC) and RBC Capital Markets, LLC (the Debt Commitment
Letter), to which RBC committed to make available to Parent and a
co-borrower to be determined by Parent and BTO Fund (together
with its affiliates, Blackstone and, Parent and Blackstone,
collectively, the Sponsors) in accordance with the terms of the
Debt Commitment Letter, on the Closing Date (as defined in the
Debt Commitment Letter), to the extent the specified borrowers do
not receive $425million of gross proceeds from the issuance of
senior unsecured notes on the Closing Date, $425 million of
senior unsecured increasing rate loans (Bridge Loans) for the
purpose of, among other things, repaying and terminating the
existing indebtedness of FGLH, a wholly owned subsidiary of FGL,
under its revolving credit facility and senior unsecured notes
indenture. To the extent that the Sponsors or Parent elect to not
repay and terminate such existing indebtedness of FGLH on or
prior to the Closing Date, then the commitments of RBC in respect
of the Bridge Loans will be reduced in accordance with the terms
of the Debt Commitment Letter.

The Bridge Loans will accrue interest at a rate of LIBOR plus
5.25% for the first three months following the Closing Date.
Thereafter, the interest rate will increase by 0.50% every three
months up to an amount agreed between Parent and RBC. The Bridge
Loans will mature on the first anniversary of the Closing Date
(the Maturity Date). On the Maturity Date, any Bridge Loan that
has not been previously repaid in full will be automatically
converted into a senior unsecured term loan that is due on the
date that is eight years after the Closing Date.

On May 31, 2017, Parent, RBC, RBC Capital Markets, LLC, Bank of
America, N.A. (Bank of America) and Merrill Lynch, Pierce, Fenner
Smith Incorporated entered into an amended and restated Debt
Commitment Letter, to which Bank of America became an Initial
Lender (as defined in the Debt Commitment Letter) and has agreed
to provide 50% of the Bridge Loans.

Amendments to Forward Purchase
Agreements

On May 24, 2017, the Company entered into amendments (the FPA
Amendments) to the Forward Purchase Agreements to which it and
BilCar, LLC, CC Capital Management, LLC and CFS (the Amendment
Parties) are parties, to which the Amendment Parties agreed,
among other things, to add FGL as a third party beneficiary of
such Forward Purchase Agreements, to prohibit assignments and
amendments of such Forward Purchase Agreements without FGLs
consent and to entitle FGL to specific performance of such
Forward Purchase Agreements. Furthermore, the FPA Amendment to
the Forward Purchase Agreement with CFS provides that CFS shall
not be excused from its obligation to purchase the Forward
Purchase Securities (as defined in the Forward Purchase
Agreements) in connection with the Business Combination without
the consent of FGL.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure set forth above in Item 1.01 of this Current
Report on Form8-K with respect to the issuance of the Companys
ordinary shares, preferred shares, warrants and ordinary shares
issuable to the exercise of such warrants is incorporated by
reference herein. The ordinary shares, preferred shares, warrants
and ordinary shares issuable to the exercise of such warrants, in
each case that may be issued in connection with the transactions
contemplated by the Business Combination will not be registered
under the Securities Act of 1933, as amended (the Securities
Act), in reliance on the exemption from registration provided by
Section4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder.

Item 8.01 Other Events.

On May 24, 2017, the Company and Parent entered into a Share
Purchase Agreement with Front Street Re (Delaware) Ltd. (FSRD), a
Delaware corporation and a wholly owned indirect subsidiary of
HRG, to which, subject to the terms and conditions set forth
therein, Parent has agreed to purchase from FSRD all of the
issued and outstanding shares of (i) Front Street Re (Cayman)
Ltd., an exempted company incorporated in the Cayman Islands with
limited liability and (ii) Front Street Re Ltd., an exempted
company incorporated in Bermuda with limited liability
(collectively, the Acquired Companies). The purchase price will
be $65 million, subject to customary adjustments for transaction
expenses. The definitive documentation contains customary
representations, warranties and indemnification obligations. HRG
has further agreed to reduce the purchase price, and to indemnify
Parent, for dividends and other value transfers by the Acquired
Companies to HRG and its affiliates from December 31, 2016
through the closing. The closing of the transaction is subject to
the satisfaction of customary closing conditions, including
receipt of required regulatory

approvals, as well as the consummation of the Business
Combination. As noted above, in connection therewith, the Company
entered into equity commitment letters with BTO Fund, GSO and FNF
and a forward purchase agreement backstop letter agreement with
BTO Fund and FNF for an aggregate amount of $57 million, $23
million of which would be used to offset a portion of net
redemptions, if any, by public shareholders of the Company in
connection with the shareholder vote to approve the Business
Combination and $9 million of which would be used to fund any FPA
Shortfall.

In addition, on May 24, 2017, the Company, HRG, FS Holdco and
Parent agreed that FS Holdco may, at its option, cause Parent and
FS Holdco to make a joint election under Section 338(h)(10) of
the Internal Revenue Code of 1986, as amended, with respect to
the Business Combination and the deemed stock purchases of FGLs
subsidiaries. Such an election is only applicable to HRG and
could have the effect of reducing the amount of taxable gain
taken into account by HRG in connection with the Business
Combination. In the event FS Holdco elects to make such an
election, it will be required to pay Parent $30 million, plus the
amount, if any, by which FGLs and its subsidiaries incremental
current tax costs that are attributable to such election exceed
$6 million, and Parent will be required to pay FS Holdco the
amount, if any, by which FGLs and its subsidiaries incremental
current tax savings that are attributable to such election exceed
$6 million.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The Company incorporates by reference the Exhibit Index following
the page to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The
Companys and FGLs actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward looking statements as
predictions of future events. Words such as expect, estimate,
project, budget, forecast, anticipate, intend, plan, may, will,
could, should, believes, predicts, potential, might and
continues, and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, the Companys expectations and
projections with respect to future performance and anticipated
financial impacts of the Business Combination (including without
limitation regarding value creation, share price appreciation and
return on equity), the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the
Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of
these factors are outside the Companys and FGLs control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against the Company or FGL
following the announcement of the Merger Agreement and the
transactions contemplated therein; (3) the inability to complete
the Business Combination, including due to failure to obtain
approval of the shareholders of the Company or other conditions
to closing in the Merger Agreement; (4) delays in obtaining,
adverse conditions contained in, or the inability to obtain
necessary regulatory approvals (including approval from insurance
regulators) required to complete the transactions contemplated by
the Merger Agreement; (5) the ability to achieve tax and
operational efficiencies or to achieve incremental investment
returns from asset management; (6) the ability to identify and
consummate accretive, value added acquisitions; (7) the inability
to obtain or maintain the listing of the post-acquisition
companys ordinary shares on a stock exchange following the
Business Combination; (8) the risk that the Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (9)
the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and
manage growth profitably and retain its key employees; (10) costs
related to the Business Combination; (11) changes in applicable
laws or regulations; (12) the possibility that FGL or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; and (13) other risks and
uncertainties identified in the Companys proxy statement relating
to the Business Combination, including those under Risk Factors
therein, and in the Companys and FGLs other filings with the SEC.
The foregoing list of factors is not exclusive. Readers should
not place undue reliance upon any forward-looking statements,
which speak only as of the date made. The Company does not
undertake or accept any obligation or undertaking to release
publicly 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 report.

No Offer or Solicitation

This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any vote in any
jurisdiction in respect of the Business Combination. This
communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
by any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of section 10
of the Securities Act.

Important Information for Investors and
Shareholders

In connection with the proposed Business Combination, the Company
intends to file a proxy statement with the SEC. The definitive
proxy statement and other relevant documents will be sent or
given to the shareholders of the Company and will contain
important information about the proposed Business Combination and
related matters. The Companys shareholders and other interested
persons are advised to read, when available, the proxy statement
in connection with the Companys solicitation of proxies for the
extraordinary general meeting of shareholders to be held to
approve the proposed Business Combination because the proxy
statement will contain important information about the proposed
Business Combination. When available, the definitive proxy
statement will be mailed to the Companys shareholders as of a
record date to be established for voting on the proposed
transaction. Shareholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SECs
website at www.sec.gov.

Participants in the Solicitation

The Company and its directors and officers may be deemed
participants in the solicitation of proxies of the Companys
shareholders in connection with the proposed Business
Combination. The Companys shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of the Company in the
Companys Annual Report on Form 10-K for the year ended December
31, 2016, filed with the SEC on March 17, 2017. Additional
information will be available in the proxy statement for the
Business Combination when it becomes available.

FGL and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
shareholders of the Company in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the
Business Combination will be included in the proxy statement for
the Business Combination when available.

About CF Corporation (NASDAQ:CFCO)

CF Corporation is a blank check company. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on the financial, technology and services industries in the United States or globally. As of September 30, 2016, the Company had not generated any revenues.

CF Corporation (NASDAQ:CFCO) Recent Trading Information

CF Corporation (NASDAQ:CFCO) closed its last trading session up +0.12 at 11.12 with 1,548,198 shares trading hands.