Fidelity & Guaranty Life (NYSE:FGL) Files An 8-K Completion of Acquisition or Disposition of Assets

Fidelity & Guaranty Life (NYSE:FGL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets

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The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 30, 2017, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange ("NYSE") of the completion of the Merger and requested that trading in Common Stock be withdrawn from listing on the NYSE. The Company also requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission ("SEC") with respect to Common Stock to report the delisting of Common Stock from the NYSE and suspend trading of Common Stock on the NYSE as of the close of trading on November 30, 2017.

The Company intends to file with the SEC a certificate of notice of termination on Form 15 with respect to Common Stock, requesting that the Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the reporting obligations of the Company with respect to Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03Material Modification to Rights of Security Holders

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01Changes in Control of Registrant

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the terms of the Merger Agreement, at the Effective Time, six of the seven directors of the Company (James M. Benson, Andrew McKnight, William P. Melchionni, Joseph S. Steinberg, William J. Bawden and L. John H. Tweedie) ceased to be directors of the Company. Christopher J. Littlefield will remain on the board of the Company.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of the Company. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01Other Events

At the Effective Time, the voting agreement between the Company and certain shareholders of CF Corp, representing in aggregate 18.7% of the issued and outstanding common shares of CF Corp, dated as of May 24, 2017, previously filed with the SEC on May 24, 2017, was automatically terminated in accordance with its terms.

Item 9.01Financial Statements and Exhibits

(d) Exhibits


Fidelity & Guaranty Life Exhibit
EX-3.1 2 ex3-1.htm EXHIBIT 3.1 – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIDELITY & GUARANTY LIFE FIRST:  The name of the corporation is Fidelity & Guaranty Life (hereinafter called the “Corporation”). SECOND:  The Corporation’s registered office in the State of Delaware is at Corporation Trust Center,…
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About Fidelity & Guaranty Life (NYSE:FGL)

Fidelity & Guaranty Life (FGL) is a holding company focused on obtaining controlling equity stakes in companies that operate across various industries. FGL’s primary business is the sale of individual life insurance products and annuities through independent agents, managing general agents, and specialty brokerage firms and in selected institutional markets. FGL’s principal products are deferred annuities (including fixed indexed annuity (FIA) contracts), immediate annuities and life insurance products. FGL markets products through its insurance subsidiaries, Fidelity & Guaranty Life Insurance Company (FGL Insurance) and Fidelity & Guaranty Life Insurance Company of New York (FGL NY Insurance). It distributes and services primarily fixed rate annuities, including FIAs. The Company provides FIA’s for pre-retirement wealth accumulation and post-retirement income management. Its life insurance provides wealth protection and transfer opportunities through indexed universal life products.

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