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FIDELITY & GUARANTY LIFE (NYSE:FGL) Files An 8-K Termination of a Material Definitive Agreement

FIDELITY & GUARANTY LIFE (NYSE:FGL) Files An 8-K Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement

On April 17, 2017, Fidelity Guaranty Life (FGL) provided written
notice to Anbang Insurance Group Co., Ltd. (AIG), of its decision
to terminate the Merger Agreement (as defined below) to Section
8.01(g). The termination of the Merger Agreement is effective as
of April 17, 2017.
For a description of the terms of the Merger Agreement and the
two amendments thereto, interested parties may review FGLs
Current Reports filed with the Securities and Exchange Commission
on November 9, 2015, November 3, 2016 and February 9, 2017.
Item 8.01 Other Events.
On April 17, 2017, FGL issued a press release announcing updates
on its review of strategic alternatives. More specifically, FGL
announced that it had terminated the Merger Agreement. FGL also
announced that its Board of Directors is continuing to evaluate
strategic alternatives to maximize shareholder value and has
received interest from a number of parties. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
There can be no assurance that FGLs evaluation of strategic
alternatives will result in a transaction, or that any
transaction, if pursued, will be consummated. FGLs evaluation of
strategic alternatives may be terminated at any time with or
without notice. FGL does not intend to disclose developments with
respect to this process until such time that it determines
otherwise in its sole discretion or as required by applicable
law.
Forward Looking Statements
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This report contains, and certain oral
statements made by our representatives from time to time may
contain, forward-looking statements, including as to FGLs
evaluation of strategic alternatives. Such statements are subject
to risks and uncertainties that could cause actual results,
events and developments to differ materially from those set forth
in, or implied by, such statements. These statements are based on
the beliefs and assumptions of FGLs Board of Directors and
management. Forward-looking statements are generally identifiable
by use of the words intends, believes, may, will, could, might,
continues, look or confident or similar words or expressions.
Factors that could cause actual results, events and developments
to differ include, without limitation: the accuracy of FGLs
assumptions and estimates; FGLs and its insurance subsidiaries
ability to maintain or improve financial strength ratings; FGLs
ability to manage its business in a highly regulated industry;
regulatory changes or actions; the impact of FGLs reinsurers
failing to meet their assumed obligations; restrictions on FGLs
ability to use captive reinsurers; the impact of interest rate
fluctuations; changes in the federal income tax laws and
regulations; litigation (including class action litigation),
enforcement investigations or regulatory scrutiny; the
performance of third parties; the loss of key personnel;
telecommunication, information technology and other operational
systems failures; the continued availability of capital; new
accounting rules or changes to existing accounting rules; general
economic conditions; FGLs ability to protect its intellectual
property; the ability to maintain or obtain approval of the Iowa
Insurance Department and other regulatory authorities as required
for FGLs operations; possible risks and uncertainties arising
from FGLs evaluation of strategic alternatives; and other factors
discussed in FGLs filings with the SEC including in its Form 10-K
for the year ended September 30, 2016, and its Form 10-Q for the
quarter ended December 31, 2016, which can be found at the SECs
website www.sec.gov. All forward-looking statements described
herein are qualified by these cautionary statements and there can
be no assurance that the actual results, events or developments
referenced herein will occur or be realized. FGL does not
undertake any obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operation results,
except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated April 17, 2017, issued by Fidelity
Guaranty Life regarding the termination of the Merger
Agreement

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. FIDELITY & GUARANTY LIFE (NYSE:FGL) Recent Trading Information
FIDELITY & GUARANTY LIFE (NYSE:FGL) closed its last trading session up +0.45 at 27.95 with 712,575 shares trading hands.

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