CF Corporation (NASDAQ:CFCO) Files An 8-K Regulation FD Disclosure
Item 7.01
On July 17, 2017, CF Corporation (the Company) and Fidelity
Guaranty Life (FGL) issued a joint press release (the Press
Release) reporting on the status of their previously announced
merger transaction in which the Company will acquire FGL. We have
furnished as Exhibit 99.1 hereto a copy of the Press Release.
The information in this Item 7.01 and Exhibit 99.1 attached
hereto shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
Important Information For Investors and
Shareholders
In connection with the proposed business combination, the Company
has filed a preliminary proxy statement and will file a
definitive proxy statement with the United States Securities and
Exchange Commission (SEC). The Companys shareholders and other
interested persons are advised to read the preliminary proxy
statement and, when available, any amendments thereto and the
definitive proxy statement and documents incorporated by
reference therein as these materials will contain important
information about FGL, the Company and the business combination.
When available, the definitive proxy statement and other relevant
materials will be mailed to shareholders of the Company as of a
record date to be established for voting on the business
combination. Shareholders may obtain copies of the preliminary
proxy statement, the definitive proxy statement and other
documents filed with the SEC that will be incorporated by
reference therein, without charge, once available, at the SECs
web site atwww.sec.gov, or by directing a request to: CF
Corporation, 1701 Village Center Circle,Las Vegas, Nevada89134,
Attention:Douglas B. Newton, Chief Financial Officer (212)
355-5515 or by accessing the Companys website
atwww.cfcorpandfidelity.com.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Companys shareholders with respect to the business combination. A
list of the names of those directors and executive officers and a
description of their interests in the Company is contained in the
Companys annual report on Form 10-K for the fiscal year
endedDecember 31, 2016, which was filed with the SEC and is
available free of charge at the SECs web site atwww.sec.gov, or
by directing a request to CF Corporation, 1701 Village Center
Circle,Las Vegas, Nevada89134, Attention:Douglas B. Newton, Chief
Financial Officer (212) 355-5515. Additional information
regarding the interests of such participants will be contained in
the definitive proxy statement for the business combination when
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 definitive proxy
statement for the business combination when available.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer
to buy any securities to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the 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.
No Assurances
There can be no assurance that the proposed business combination
will be completed, nor can there be any assurance, if the
business combination is completed, that the potential benefits of
combining the companies will be realized. The description of the
business combination contained herein is only a summary and is
qualified in its entirety by reference to the definitive
agreements relating to the business combination, copies of which
have been filed by the Company with the SEC as an exhibit to a
Current Report on Form 8-K.
(d) Exhibits
The Company incorporates by reference the Exhibit Index following
the page to this Current Report on Form 8-K.
CF Corp ExhibitEX-99.1 2 t1702124x1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CF Corporation and Fidelity & Guaranty Life Report on Status of Merger LAS VEGAS and DES MOINES,…To view the full exhibit click here
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.