CFCO / CF Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

- 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37779 FGL Holdings (Exact name of registrant as specified in its charter

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-32630 16-1725106 (State or other jurisdiction of incorporation) (Com

FIDELITY NATIONAL FINANCIAL ANNOUNCES FINAL ELECTION AND ALLOCATION RESULTS

Exhibit 99.1 Press Release FIDELITY NATIONAL FINANCIAL ANNOUNCES FINAL ELECTION AND ALLOCATION RESULTS JACKSONVILLE, Florida, June 4, 2020 – Fidelity National Financial, Inc. (“FNF”) (NYSE: FNF) today announced the final results of the elections made by former shareholders of FGL Holdings (“F&G”) regarding the form of merger consideration they wished to receive in connection with FNF’s acquisition

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 15, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 15, 2020, pursuant to the provisions of Rule 12d2-2 (a).

FG / FGL Holdings / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 3) FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Partners LP 345 Park Aven

Fidelity National Financial Completes Acquisition of FGL Holdings

EX-99.1 Exhibit 99.1 Fidelity National Financial Completes Acquisition of FGL Holdings JACKSONVILLE, Fla., June 1, 2020 /PRNewswire/ — Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”) and FGL Holdings (“F&G”), today announced the completed acquisition of FGL Holdings by FNF on June 1, 2020. Under the terms of the definitive agreement, FNF issued approximately 27 million shares of FNF common s

Amended and Restated Memorandum and Articles of Association of FGL Holdings.

EX-3.1 Exhibit 3.1 THE COMPANIES LAW (2020 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 29 MAY 2020 AND EFFECTIVE ON 1 JUNE 2020) THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FGL HOLDINGS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 1, 2020 Registration No.

- POS AM

POS AM As filed with the Securities and Exchange Commission on June 1, 2020 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 FGL HOLDINGS (Exact name of Registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Nu

CFCO / CF Corporation / Fidelity National Financial, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) William P. Foley, II Sterling House 16 Wesley Street Hamilton HM CX, Bermuda (800) 445-6758 Copy to: Michael L. Gravelle 601 Riverside Avenue Jacksonvi

Merger Prospectus - 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2020 Fidelity National Financial, Inc. (Exact name of Registrant as Specified in its Charter) 001-32630 (Commission File Number) Delaware (State or Other Jurisdiction of Incor

CFCO / CF Corporation / Fidelity National Financial, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonvil

Second Supplemental Indenture, dated as of June 1, 2020, among Fidelity National Financial, Inc., Fidelity & Guaranty Life Holdings, Inc. and Wells Fargo Bank, National Association.

EX-4.1 Exhibit 4.1 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2020, among Fidelity National Financial, Inc. (the “FNF Parent”), FIDELITY & GUARANTY LIFE HOLDINGS, INC. (or its permitted successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Nu

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE PRELIMINARY MERGER CONSIDERATION ELECTION RESULTS

EX-99.1 Exhibit 99.1 Press Release FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE PRELIMINARY MERGER CONSIDERATION ELECTION RESULTS JACKSONVILLE, Florida and GEORGE TOWN, Cayman Islands, May 28, 2020 – Fidelity National Financial, Inc. (“FNF”) (NYSE: FNF) and FGL Holdings (“F&G”) (NYSE: FG) today announced the preliminary results of the elections made by F&G shareholders regarding the form

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-32630 16-1725106 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Nu

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EX-99.1 Exhibit 99.1 Fidelity National Financial And FGL Holdings Announce Receipt of Regulatory Approvals And Anticipated Closing Date For Merger JACKSONVILLE, Fla. and GEORGE TOWN, Cayman Islands, May 26, 2020 /PRNewswire/ — Fidelity National Financial, Inc. (“FNF”) (NYSE: FNF) and FGL Holdings (“F&G”) (NYSE: FG) today announced that FNF has received all regulatory approvals and clearances neces

Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Nu

FGL Holdings FNF/FG Analyst Meeting May 19, 2020

EX-99.1 Exhibit 99.1 FGL Holdings FNF/FG Analyst Meeting May 19, 2020 Legal Disclosures All data in this presentation are as of March 31, 2020, unless stated otherwise. Caution regarding forward-looking statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated May 15, 2020 (including amendments thereto) with respect to the Common Stock of FGL Holdings. This Joint Filing Agreement shall be filed as an Exhibit to s

FG / FGL Holdings / KINGSTOWN CAPITAL PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 FGL Holdings (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) May 6, 2

Merger Prospectus - 425

FILED BY FIDELITY NATIONAL FINANCIAL, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO. 001-37779 The following is an excerpt from a “fireside chat” conversation among Michael Joseph Nolan (President of Fidelity National Financial, Inc.), Anthony John Park (

Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE ANTICIPATED DEADLINE FOR ELECTION OF MERGER CONSIDERATION

EX-99.1 Exhibit 99.1 Press Release FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE ANTICIPATED DEADLINE FOR ELECTION OF MERGER CONSIDERATION JACKSONVILLE, Florida and GEORGE TOWN, Cayman Islands, May 7, 2020 – Fidelity National Financial, Inc. (“FNF”) (NYSE: FNF) and FGL Holdings (“F&G”) (NYSE: FG) today announced that the anticipated deadline for F&G shareholders to elect the form of merger

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Num

Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE ANTICIPATED DEADLINE FOR ELECTION OF MERGER CONSIDERATION

Exhibit 99.1 Press Release FIDELITY NATIONAL FINANCIAL AND FGL HOLDINGS ANNOUNCE ANTICIPATED DEADLINE FOR ELECTION OF MERGER CONSIDERATION JACKSONVILLE, Florida and GEORGE TOWN, Cayman Islands, May 7, 2020 – Fidelity National Financial, Inc. (“FNF”) (NYSE: FNF) and FGL Holdings (“F&G”) (NYSE: FG) today announced that the anticipated deadline for F&G shareholders to elect the form of merger conside

Merger Prospectus - 425

425 1 tm2018855d28k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-32630 16-1725106 (State or other jurisdic

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Num

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDI

FGL Holdings Reports First Quarter 2020 Results and Declares Common Stock Dividend

FGL Holdings Reports First Quarter 2020 Results and Declares Common Stock Dividend GEORGE TOWN, Cayman Islands: May 6, 2020 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the first quarter of 2020.

Page A. Financial Highlights Consolidated Financial Highlights 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 6 Reconciliation from Net Income (Loss) to AOI 7 Adjusted Operating Income Statement 8 Notable It

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Financial Supplement March 31, 2020 (Year Ended December 31) 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. Non-GAAP Financial Measures This document contains certain non-GAAP fina

First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020, by and among FGL Holdings, Fidelity National Financial, Inc., F I Corp. and F II Corp. (incorporated by reference to Annex B to the Proxy Statement of FGL Holdings filed on April 27, 2020).

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020, by and among FGL Holdings, Fidelity National Financial, Inc., F I Corp. and F II Corp.

EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 24, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub I”), F II Corp., a Cayman Islands exempted

Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

Merger Prospectus - 425

FILED BY FIDELITY NATIONAL FINANCIAL, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO. 001-37779 The following are excerpts from the transcript of Fidelity National Financial, Inc.’s earnings call held on April 23, 2020. CORPORATE PARTICIPANTS Jamie Lillis,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File

CFCO / CF Corporation 425 - Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FGL Holdings Announces Expiration of “Go-Shop Period”

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FGL Holdings Announces Expiration of “Go-Shop Period” GEORGE TOWN, Cayman Islands, March 19, 2020 – FGL Holdings (NYSE: FG) (“F&G”) today announced the expiration of the 40-day “go-shop period” provided for under the terms of the previously announced definitive merger agreement (the “Merger Agreement”), pursuant to which F&G will be acquired by Fidelity N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File

CFCO / CF Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commissi

CFCO / CF Corporation 425 - Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

Form of Transaction Bonus Letter Agreement, dated February 25, 2020.

Exhibit 10.50 [F & G Life Letterhead] (Form of) TRANSACTION BONUS AGREEMENT February 25, 2020 [Name] Dear [Name]: As you may know, FGL Holdings (the “FGL”) has entered into an Agreement and Plan of Merger with Fidelity National Financial, Inc. (“FNF”) F I Corp. and F II Corp., dated as of February 7, 2020 (the “Merger Agreement”), pursuant to which FGL, along with Fidelity & Guaranty Life Business

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of FGL Holdings, a Cayman Islands exempted company Entity Jurisdiction CF Bermuda Holdings Limited Bermuda FGL US Holdings, Inc.

Description of Securities.

EXHIBIT 4.1 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read our Charter in its entirety for a complete description of the rights and preferences of our securities. General We are a Cayman Islands exempted company (company number 309054), our affairs

Amended and Restated Employment Agreement between Fidelity & Guaranty Life Business Services and Dennis Vigneau, dated as of March 29, 2019.

AMENDED & RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), made as of March 29, 2019 (the “Restatement Date”), by and between Fidelity & Guaranty Life Business Services, Inc.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDINGS (

Employment Agreement between FGL Holdings and John Fleurant, dated as of November 11, 2019.

Exhibit 10.38 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of November 11, 2019 (the “Effective Date”), is made by and between FGL HOLDINGS (together with its subsidiaries, the “Company”) and John Fleurant (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” W I T N E S S E T H: WHEREAS, t

Employment Agreement between Fidelity & Guaranty Life Business Services and Rajesh Krishnan, dated as of January 1, 2019.

Exhibit 10.37 EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is made by and between Fidelity & Guaranty Life Business Services, Inc., a Delaware corporation with an address at Two Ruan Center, 601 Locust Street, Suite 1400, Des Moines, Iowa 50309 (“F&G”), and Rajesh Krishnan, an individual with a residence at 203 Ridgewood Road, Baltimore, Maryland 21210 (“Executive”), as of January 1, 2019

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FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FGL Holdings Reports Fourth Quarter and Full Year 2019 Results and Declares Common Stock Dividend

FGL Holdings Reports Fourth Quarter and Full Year 2019 Results and Declares Common Stock Dividend GEORGE TOWN, Cayman Islands: February 26, 2020 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the fourth quarter of 2019.

Page A. Financial Highlights Consolidated Financial Highlights 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 6 Reconciliation from Net Income (Loss) to AOI 7 Adjusted Operating Income Statement 8 Notable It

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Financial Supplement December 31, 2019 (Year Ended December 31) 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. Non-GAAP Financial Measures This document contains certain non-GAAP f

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fi

The following are excerpts from the transcript of Fidelity National Financial, Inc.’s earnings call held on February 14, 2020

FILED BY FIDELITY NATIONAL FINANCIAL, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO. 001-37779 The following are excerpts from the transcript of Fidelity National Financial, Inc.?s earnings call held on February 14, 2020. CORPORATE PARTICIPANTS Anthony Jo

CFCO / CF Corporation 425 - Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FG / FGL Holdings / GIC Private Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FGL HOLDINGS (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

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FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FG / FGL Holdings / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: FGL Holdings Title of Class of Securities: Common Stock CUSIP Number: G3402M102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fi

FG / FGL Holdings / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Partners LP 345 Park Aven

SERIES A PREFERRED SHARE PURCHASE AGREEMENT

EX-99.N EXHIBIT N EXECUTION VERSION SERIES A PREFERRED SHARE PURCHASE AGREEMENT This SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Buyer”) and each of the persons listed on Annex A (each, a “Seller”, and together, the “Sellers” and together with Buyer, the “Parties”). Capitali

VOTING AGREEMENT

EX-99.O EXHIBIT O EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), FGL Holdings, a Cayman Islands exempted company (the “Company”) and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collective

VOTING AGREEMENT

EX-99.P EXHIBIT P EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), FGL Holdings, a Cayman Islands exempted company (the “Company”) and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collective

CFCO / CF Corporation 425 - Merger Prospectus - 425

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

VOTING AGREEMENT

Exhibit 3 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc.

FGL Holdings Announces $2.7 Billion Acquisition by Fidelity National Financial

EX-99.1 Exhibit 99.1 NOT FOR IMMEDIATE RELEASE FGL Holdings Announces $2.7 Billion Acquisition by Fidelity National Financial GEORGE TOWN, Cayman Islands, February 7, 2020 — FGL Holdings (NYSE: FG) (“F&G” or the “Company”), a leading provider of fixed indexed annuities and life insurance, today announced that the Company has entered into a merger agreement pursuant to which Fidelity National Finan

FILED BY FGL HOLDINGS

425 FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FILED BY FGL HOLDINGS

FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FILED BY FGL HOLDINGS

FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

VOTING AGREEMENT

EX-2 3 a20-70834ex2.htm EX-2 Exhibit 2 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Share

AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC. F I CORP. F II CORP. FGL HOLDINGS Dated as of February 7, 2020

Exhibit 1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC.

CFCO / CF Corporation 425 - Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2020 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

Voting Agreement, dated as of February 7, 2020, by and among the Company, Parent, William P. Foley, II and GSO.

EX-2.5 Exhibit 2.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), FGL Holdings, a Cayman Islands exempted company (the “Company”) and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Sharehol

Letter Agreement, dated as of February 7, 2020, by and among the Company, Parent and Blackstone ISG-I Advisors LLC.

EX-2.6 Exhibit 2.6 EXECUTION VERSION FGL Holdings 4th Floor, Boundary Hall Cricket Square Grand Cayman Cayman Islands KY1-1102 February 7, 2020 Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attn: Jeffrey Iverson, Esq. Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Email: [email protected] Attn: Ge

FGL Holdings Announces $2.7 Billion Acquisition by Fidelity National Financial

FILED BY FGL HOLDINGS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FGL HOLDINGS COMMISSION FILE NO.

FNF / Fidelity National Financial, Inc. 425 - Merger Prospectus - 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 7, 2020 Fidelity National Financial, Inc. (Exact name of Registrant as Specified in its Charter) 001-32630 (Commission File Number) Delaware (State or Other Jurisdiction of I

Agreement and Plan of Merger, dated February 7, 2020, by and between FGL Holdings, Fidelity National Financial, Inc., F Corp I and F Corp II. (schedules omitted pursuant to Item 601(b)(2) of Regulation S-K).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Fidelity National Financial, Inc. F I Corp. F II Corp. and FGL HOLDINGS Dated as of February 7, 2020 TABLE OF CONTENTS Page Article I DEFINITIONS AND TERMS Section 1.01 Defined Terms 2 Section 1.02 Interpretation 16 Article II THE MERGERs Section 2.01 Closing 17 Section 2.02 The First Merger 17 Section 2.03 The Second Merger 1

VOTING AGREEMENT

Exhibit 4 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc.

CFCO / CF Corporation / Fidelity National Financial, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonvill

FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES SIGNING OF A MERGER AGREEMENT TO ACQUIRE FGL HOLDINGS FOR $12.50 PER SHARE IN COMBINATION OF CASH AND FNF COMMON STOCK ~ Transaction is expected to be more than 20% accretive to 2021 earnings per share ~

Exhibit 99.1 FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES SIGNING OF A MERGER AGREEMENT TO ACQUIRE FGL HOLDINGS FOR $12.50 PER SHARE IN COMBINATION OF CASH AND FNF COMMON STOCK ~ Transaction is expected to be more than 20% accretive to 2021 earnings per share ~ JACKSONVILLE, Fla., February 7, 2020 /PRNewswire/ - Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”) today announced that it has signe

CFCO / CF Corporation / Fidelity National Financial, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) William P. Foley, II Sterling House 16 Wesley Street Hamilton HM CX, Bermuda (800) 445-6758 Copy to: Michael L. Gravelle 601 Riverside Avenue Jacksonvi

Voting Agreement, dated as of February 7, 2020, by and among the Company, Parent, Chicago Title Insurance Company, Fidelity National Title Insurance Company and Commonwealth Land Title Insurance Company.

EX-2.2 Exhibit 2.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareho

Voting Agreement, dated as of February 7, 2020, by and among the Company, Parent and BilCar, LLC.

EX-2.3 Exhibit 2.3 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareho

SERIES A PREFERRED SHARE PURCHASE AGREEMENT

Exhibit 7 EXECUTION VERSION SERIES A PREFERRED SHARE PURCHASE AGREEMENT This SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc.

AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC. F I CORP. F II CORP. FGL HOLDINGS Dated as of February 7, 2020

Exhibit 2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC.

Investor Presentation Fidelity National Financial February 7 th 2020 Acquisition of FGL Holdings

Exhibit 99.2 Investor Presentation Fidelity National Financial February 7 th 2020 Acquisition of FGL Holdings 2 Key Transaction Terms Transaction ▪ Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”) to acquire FGL Holdings (NYSE: FG) (“F&G”) for $12.50 per common share representing a diluted equity value of $2.7 billion for 100% of F&G ▪ FNF already owns 7.9% of F&G primary shares ▪ 40% of the

VOTING AGREEMENT

Exhibit 5 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc.

Agreement and Plan of Merger, dated as of February 7, 2020, by and among the Company, Parent, Merger Sub I and Merger Sub II.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC. F I CORP. F II CORP. and FGL HOLDINGS Dated as of February 7, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.01 Defined Terms 2 Section 1.02 Interpretation 16 ARTICLE II THE MERGERS Section 2.01 Closing 17 Section 2.02 The First Merger 17 Section 2.03 The Second M

Voting Agreement, dated as of February 7, 2020, by and among the Company, Parent and CFS Holdings (Cayman) L.P. and CFS Holdings II (Cayman) L.P.

EX-2.4 Exhibit 2.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), FGL Holdings, a Cayman Islands exempted company (the “Company”) and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Sharehol

VOTING AGREEMENT

Exhibit 6 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc.

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between CF Bermuda Holdings Limited and Blackstone ISG-I Advisors L.L.C.

EX-10.5 EXHIBIT 10.5 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the “Agreement”), executed as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between CF Bermuda Holdings Limited, a Bermuda exempted company organized under the laws of Bermuda (the “Company”) and Blackstone ISG-I Advisors L.L

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between FGL US Holdings Inc. and Blackstone ISG-I Advisors L.L.C.

EX-10.3 EXHIBIT 10.3 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between FGL US Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and Blackstone ISG-I Advisors L.L.

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between Front Street Re (Cayman) Ltd and Blackstone ISG-I Advisors L.L.C.

EX-10.6 EXHIBIT 10.6 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between Front Street Re (Cayman) Ltd., a Cayman exempted company organized under the laws of the Cayman Islands (the “Company”) and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between F & G Life Re Ltd and Blackstone ISG-I Advisors L.L.C.

EX-10.7 EXHIBIT 10.7 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between F&G Life Re Ltd (f/k/a F&G Re Ltd), a Bermuda Class C reinsurance company organized under the laws of Bermuda (the “Company

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between Fidelity & Guaranty Life Holdings, Inc. and Blackstone ISG-I Advisors L.L.C.

EX-10.4 EXHIBIT 10.4 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between Fidelity & Guaranty Life Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”) and Blackstone

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C.

EX-10.2 EXHIBIT 10.2 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 (the “Amendment Date”) and effective as of October 1, 2019 (the “Effective Date”), is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between FGL Holdings and Blackstone ISG-I Advisors L.L.C.

EX-10.1 2 d856352dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between FGL Holdings, a Cayman exempted company organized under the laws of the Cayman Islands (the “Co

Amended and Restated Investment Management Agreement dated as of December 31, 2019 and effective as of October 1, 2019 by and between F & G Reinsurance Ltd and Blackstone ISG-I Advisors L.L.C.

EX-10.8 EXHIBIT 10.8 EXECUTION VERSION AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between F&G Reinsurance Ltd (f/k/a Front Street Re Ltd), a Bermuda exempted company organized under the laws of Bermuda (the “Company”) and Blackstone I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

FGL Holdings Appoints John Fleurant as Chief Financial Officer

EX-99.1 Exhibit 99.1 FGL Holdings Appoints John Fleurant as Chief Financial Officer DES MOINES, Iowa – November 6, 2019 – FGL Holdings (NYSE: FG) (the “Company” or “F&G”), a leading provider of annuities and life insurance, today announced the appointment of John Fleurant as Chief Financial Officer, effective November 11, 2019, following a comprehensive search process. Mr. Fleurant succeeds Dennis

Page A. Financial Highlights Consolidated Financial Highlights 3 Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 6 Reconciliation from Net Income (Loss) to AOI 7 Adjusted Operating Income Statement 8 Notable It

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Financial Supplement September 30, 2019 (Year Ended December 31) 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. Non-GAAP Financial Measures This document contains certain non-GAAP

FGL Holdings Reports Third Quarter 2019 Results and Declares Common Stock Dividend

FGL Holdings Reports Third Quarter 2019 Results and Declares Common Stock Dividend GEORGE TOWN, Cayman Islands: November 6, 2019 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the third quarter of 2019.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL H

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File

FGL Holdings to Present at KBW Insurance Conference

FGL Holdings to Present at KBW Insurance Conference GEORGE TOWN, Cayman Islands, Aug.

FGL Holdings Reports Second Quarter 2019 Results and Declares Common Stock Dividend

FGL Holdings Reports Second Quarter 2019 Results and Declares Common Stock Dividend GEORGE TOWN, Cayman Islands: August 7, 2019 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the second quarter of 2019.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File

Page A. Non-GAAP Financial Measures 3 Non-GAAP Definitions 3 B. Financial Highlights Consolidated Financial Highlights 6 Condensed Consolidated Balance Sheets 8 Quarterly Summary - Most Recent 5 Quarters 10 Reconciliation from Net Income (Loss) to AO

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Investor Supplement June 30, 2019 (Year Ended December 31) 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. As disclosed in the Company’s Form 10-K for the year ended December 31, 20

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDIN

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

8-K 1 d749827d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorpora

Submission of Matters to a Vote of Security Holders

8-K 1 d727834d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporat

Page A. Non-GAAP Financial Measures 3 Non-GAAP Definitions 3 B. Financial Highlights Consolidated Financial Highlights 6 Condensed Consolidated Balance Sheets 8 Quarterly Summary - Most Recent 5 Quarters 10 Reconciliation from Net Income (Loss) to AO

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Investor Supplement March 31, 2019 (Year Ended December 31) 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. As disclosed in the Company’s Form 10-K for the year ended December 31, 2

FGL Holdings Reports First Quarter 2019 Results and Declares Common Stock Dividend

FGL Holdings Reports First Quarter 2019 Results and Declares Common Stock Dividend GEORGE TOWN, Cayman Islands: May 7, 2019 - FGL Holdings (NYSE: FG), a leading provider of annuities and life insurance, today announced financial results for the first quarter of 2019.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission File Num

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDI

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2019 (April 5, 2019) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (C

FGL Holdings General Account Investment Strategy & Portfolio Review April 5, 2019 Legal Disclosures ► All data in this presentation are as of 12/31/2018 (unaudited), unless stated otherwise ► Caution regarding forward-looking statements: ► This prese

fginvestorday4519final FGL Holdings General Account Investment Strategy & Portfolio Review April 5, 2019 Legal Disclosures ► All data in this presentation are as of 12/31/2018 (unaudited), unless stated otherwise ► Caution regarding forward-looking statements: ► This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

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

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2019 FGL Holdings (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-37779 98-1354810 (State or Other Jurisdiction of Incorporation) (Commission File

CFCO / CF Corporation DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Non-Statutory Stock Option Agreement (Stretch Grant) under the FGL Holdings 2017 Omnibus Incentive Plan.

Exhibit 10.53 NON-STATUTORY STOCK OPTION AGREEMENT UNDER THE FGL HOLDINGS 2017 OMNIBUS INCENTIVE PLAN 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”). The Company and the Grantee hereby agre

Employment Agreement between FGL Holdings and Christopher Blunt, dated as of February 6, 2019.

Exhibit 10.69 EMPLOYMENT AGREEMENT 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.” W I T N E S S E T H: WHEREAS

Non-Statutory Stock Option Grant Agreement (Stretch Award) between FGL Holdings and Christopher Blunt, dated as of December 21, 2018. +

Exhibit 10.71 NON-STATUTORY STOCK OPTION AGREEMENT 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

Non-Statutory Stock Option Grant Agreement (Initial Award) between FGL Holdings and Jonathan Bayer, dated as of December 21, 2018.

Exhibit 10.72 NON-STATUTORY STOCK OPTION AGREEMENT 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 gra

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of FGL Holdings, a Cayman Islands exempted company Entity Jurisdiction CF Bermuda Holdings Limited Bermuda FGL US Holdings, Inc.

Non-Statutory Stock Option Grant Agreement (Stretch Award) between FGL Holdings and Jonathan Bayer, dated as of December 21, 2018.

Exhibit 10.73 NON-STATUTORY STOCK OPTION AGREEMENT 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 gra

CFCO / CF Corporation (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDINGS (

Form of Director and Officer Indemnification Agreement.

Exhibit 10.58 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of is made by and between FGL Holdings, a Cayman Islands exempted company, (the “Company”), and (“Indemnitee”). RECITALS The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its affiliates. In order to induce Indemnitee

Non-Statutory Stock Option Grant Agreement (Initial Award) between FGL Holdings and Christopher Blunt, dated as of December 21, 2018.

Exhibit 10.70 NON-STATUTORY STOCK OPTION AGREEMENT 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

Letter Amendment No. 1 to Letter Agreement, dated as of November 2, 2018, by and between FGL Holdings, Blackstone Tactical Opportunities Advisors LLC and Fidelity National Financial, Inc.

Exhibit 10.46 FGL HOLDINGS 4th Floor Boundary Hall, Cricket Square P.O. Box 1093, Grand Cayman, KY1-1102 Cayman Islands LETTER AMENDMENT NO. 1 Dated as of November 2, 2018 Blackstone Tactical Opportunities Advisors LLC 345 Park Avenue New York, NY 10154 Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Ladies and Gentlemen: We refer to the Letter Agreement dated as

Form of Non-Statutory Stock Option Agreement (Initial Grant) under the FGL Holdings 2017 Omnibus Incentive Plan.

Exhibit 10.52 NON-STATUTORY STOCK OPTION AGREEMENT UNDER THE FGL HOLDINGS 2017 OMNIBUS INCENTIVE PLAN 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”). The Company and the Grantee hereby agre

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2019 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fi

Period from October 1 to December 31, 2018

FGL Holdings Reports Fourth Quarter and Full Year 2018 Results and Declares Common Stock Dividend 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 (“F&G”; NYSE: FG) Investor Supplement December 31, 2018 (Year Ended December 31)

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Investor Supplement December 31, 2018 (Year Ended December 31) 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. Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a former majority owned s

FG / FGL Holdings / Fgl Holdings - SC 13G/A Passive Investment

SC 13G/A 1 schedule13g-axcrescentcapi.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CRESCENT CAPITAL BDC, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) N/A (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this State

FG / FGL Holdings / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* FGL Holdings (Name of Issuer) Common (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

FG / FGL Holdings / VANGUARD GROUP INC Passive Investment

fglholdings.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: FGL Holdings Title of Class of Securities: Common Stock CUSIP Number: G3402M102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designat

FG / FGL Holdings / Hudson Bay Capital Management LP - FG 13GA Passive Investment

SC 13G/A 1 fg13ga.htm FG 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (formerly known as CF Corporation) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement)

FG / FGL Holdings / GIC Private Ltd Passive Investment

SC 13G/A 1 efc19-69sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL HOLDINGS (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropria

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 (January 7, 2019) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation

FGL Holdings Investor Marketing January 7, 2019 FGL Holdings Investor Materials (based on September 30, 2018 data, unless otherwise stated) January 7, 2019 1 Legal Disclosures ► All data in this presentation are as of September 30, 2018, unless state

a190108bostonandnycinves FGL Holdings Investor Marketing January 7, 2019 FGL Holdings Investor Materials (based on September 30, 2018 data, unless otherwise stated) January 7, 2019 1 Legal Disclosures ► All data in this presentation are as of September 30, 2018, unless stated otherwise.

Separation Agreement and Release between FGL Holdings and Christopher Littlefield, dated as of December 19, 2018

EX-10.1 Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE 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”). WHEREAS, Executive’s employment with the Employer in accordance with the ter

FGL Holdings Announces Leadership Transition and Strategic Initiatives to Enhance Shareholder Value Christopher Blunt Named Chief Executive Officer Jonathan Bayer Appointed Head of Corporate Development and Strategy $150 Million Share Repurchase Prog

EX-99.1 Exhibit 99.1 FGL Holdings Announces Leadership Transition and Strategic Initiatives to Enhance Shareholder Value Christopher Blunt Named Chief Executive Officer Jonathan Bayer Appointed Head of Corporate Development and Strategy $150 Million Share Repurchase Program New Quarterly Cash Dividend Policy of $0.01 Per Share $15 Million Cost Reduction Program to be Implemented DES MOINES, Iowa –

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or Other Jurisdiction of Incorporation) (Commissio

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fi

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

Exhibit 99.2 FGL Holdings (“F&G”; NYSE: FG) Investor Supplement September 30, 2018 (Year Ended December 31) 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. Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a former majority owned

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commission Fil

FGL Holdings Reports Third Quarter 2018 Results

FGL Holdings Reports Third Quarter 2018 Results 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.

CFCO / CF Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL H

FG / FGL Holdings / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) John G. Finley The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Partners LP 345 Park Aven

* * *

Exhibit M Exhibit M September 4, 2018 FGL Holdings 1701 Village Center Circle Las Vegas, Nevada 89134 Attention: Secretary Re: Quarterly Dividend Payment The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the commencement and future payment of a regular quarterly dividend payment of $0.

[Signature page follows]

Exhibit L EXHIBIT L September 5, 2018 FGL Holdings 1701 Village Center Circle Las Vegas, Nevada 89134 Attention: Secretary Re: Warrant Tender Offer The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the Company’s consummation of a tender offer for its

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d630970d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorp

FGL HOLDINGS ANNOUNCES RESULTS OF WARRANT EXCHANGE OFFER

EX-99.1 Exhibit 99.1 FGL HOLDINGS ANNOUNCES RESULTS OF WARRANT EXCHANGE OFFER 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

FGL HOLDINGS ANNOUNCES RESULTS OF WARRANT EXCHANGE OFFER

Exhibit (a)(5)(B) Exhibit 99 (a)(5)(B) FGL HOLDINGS ANNOUNCES RESULTS OF WARRANT EXCHANGE OFFER 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.

CFCO / CF Corporation / Fgl Holdings - AMENDMENT NO. 2 TO SC TO-I

Amendment No. 2 to SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FGL HOLDINGS (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Ordinary Shares (Title of Class of Securities) ISIN KY

LETTER OF TRANSMITTAL Offer to Exchange FGL HOLDINGS Any and all of its 70,883,334 outstanding Warrants to Purchase Ordinary Shares for 0.11 Ordinary Shares and $0.98 Per Warrant THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL Offer to Exchange by FGL HOLDINGS of Any and all of its 70,883,334 outstanding Warrants to Purchase Ordinary Shares for 0.

CFCO / CF Corporation / Fgl Holdings - AMENDMENT NO. 1 TO SC TO-I

SC TO-I/A 1 d624582dsctoia.htm AMENDMENT NO. 1 TO SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FGL HOLDINGS (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Ordinary Shares (Title

CFCO / CF Corporation CORRESP

CORRESP 1 filename1.htm September 21, 2018 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tiffany Piland Posil Re: FGL Holdings Schedule TO-I Schedule 13E-3 Filed September 6, 2018 File No. 005-89522 Ladies and Gentlemen: On behalf of FGL Holdings (the “Company”), the following information is in response to a letter, dated September 16, 2018,

September 5, 2018

Exhibit (d)(6) Exhibit (d)(6) September 5, 2018 FGL Holdings 1701 Village Center Circle Las Vegas, Nevada 89134 Attention: Secretary Re: Warrant Tender Offer The undersigned (the “FNF Parties”) holders of a majority of the Series B Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the Company’s consummation of a tender off

[Signature page follows]

Exhibit (d)(5) Exhibit (d)(5) September 5, 2018 FGL Holdings 1701 Village Center Circle Las Vegas, Nevada 89134 Attention: Secretary Re: Warrant Tender Offer The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the Company’s consummation of a tender off

Form Of Confirmation Of Intent To Tender Warrants To: FGL Holdings (the “Company”) 4th Floor, Boundary Hall, Cricket Square Grand Cayman, Cayman Islands, KY1-1102 From: Re: Warrant Tender Offer Date: September 5, 2018

Exhibit (d)(7) Exhibit (d)(7) Form Of Confirmation Of Intent To Tender Warrants To: FGL Holdings (the “Company”) 4th Floor, Boundary Hall, Cricket Square Grand Cayman, Cayman Islands, KY1-1102 From: Re: Warrant Tender Offer Date: September 5, 2018 This letter is intended to set forth the Confirming Holder’s intention to participate in the Company’s offer to exchange any and all of the Company’s outstanding warrants, each to purchase one ordinary share (the “Warrants”), for a mix of the Company’s ordinary shares and cash, without interest, at a premium to the current market price of the Warrants in excess of 30%, upon the terms and subject to the conditions to be described in the offer to exchange (the “Tender Offer”).

Offer to Exchange FGL HOLDINGS Any and All of its Warrants to Purchase Ordinary Shares For 0.11 Ordinary Shares and $0.98 Per Warrant

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Exchange by FGL HOLDINGS Any and All of its Warrants to Purchase Ordinary Shares For 0.

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Exchange FGL HOLDINGS Any and all of its 70,883,334 Outstanding Warrants to Purchase Ordinary Shares For 0.11 Ordinary Shares and $0.98 Per Warrant THE OFFER AN

Exhibit (a)(1)(C) Exhibit (a)(1)(C) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Exchange by FGL HOLDINGS of Any and all of its 70,883,334 Outstanding Warrants to Purchase Ordinary Shares For 0.

LETTER TO CLIENTS Offer to Exchange FGL HOLDINGS Any and all of its 70,883,334 Outstanding Warrants to Purchase Ordinary Shares For 0.11 Ordinary Shares and $0.98 Per Warrant THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CIT

Exhibit (a)(1)(D) Exhibit (a)(1)(D) LETTER TO CLIENTS Offer to Exchange by FGL HOLDINGS of Any and all of its 70,883,334 Outstanding Warrants to Purchase Ordinary Shares For 0.

FGL HOLDINGS ANNOUNCES EXCHANGE OFFER FOR ITS WARRANTS

Exhibit (a)(5) Exhibit (a)(5) FGL HOLDINGS ANNOUNCES EXCHANGE OFFER FOR ITS WARRANTS George Town, Cayman Islands – September 6, 2018 – FGL Holdings (NYSE: FG, FG WS) today announced that it intends to commence an offer to exchange any and all of its outstanding warrants for exchange consideration consisting of 0.

CFCO / CF Corporation / Fgl Holdings - SC TO-I

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FGL HOLDINGS (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Ordinary Shares (Title of Class of Securities) ISIN KYG3402M1107* (CUSIP Number of Class of

LETTER OF TRANSMITTAL Offer to Exchange FGL HOLDINGS Any and all of its 70,883,334 outstanding Warrants to Purchase Ordinary Shares for 0.11 Ordinary Shares and $0.98 Per Warrant THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL Offer to Exchange by FGL HOLDINGS of Any and all of its 70,883,334 outstanding Warrants to Purchase Ordinary Shares for 0.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 (August 8, 2018) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation

CFCO / CF Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDIN

FGL Holdings Reports Second Quarter 2018 Results

FGL Holdings Reports Second Quarter 2018 Results 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.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fglholdings630201810-qpres.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdi

Investor Supplement June 30, 2018 (Year Ended December 31)

Exhibit 99.2 Investor Supplement June 30, 2018 (Year Ended December 31) 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. Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a former majority owned subsidiary of HRG Group, Inc. (“HRG”

CFCO / CF Corporation 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¬ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 11, 2018 (File No. 001-37779)).

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) 1 The name of the Company is FGL Holdings 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 a10757468-v2xfglholdings8x.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdicti

CFCO / CF Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDI

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fglholdings-3312018x10xqpr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdicti

Investor Supplement March 31, 2018 (Year Ended December 31)

Exhibit 99.2 Investor Supplement March 31, 2018 (Year Ended December 31) 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. Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a former majority owned subsidiary of HRG Group, Inc. (“HRG

FGL Holdings Reports First Quarter 2018 Results

FGL Holdings Reports First Quarter 2018 Results 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.

Indenture, dated as of April 20, 2018, by and among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by FGL Holdings (File No. 001-37779) on April 25, 2018).

EX-4.1 Exhibit 4.1 EXECUTION VERSION ================================== 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 TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporati

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d553516d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2018 (April 20, 2018) FGL Holdings (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other j

Supplemental Indenture, dated April 20, 2018, among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on April 25, 2018 (File No. 001-37779)).

EX-4.2 Exhibit 4.2 Execution Version 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 FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 2018 (this “Supplemental Indenture”), among Fidelity & Guaranty

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2018 FGL Holdings (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of incorporation) (Commiss

Our Industry

EX-99.1 Exhibit 99.1 SUMMARY 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

CFCO / CF Corporation DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a party other than the Registrant ¨ Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Defi

Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31)

Exhibit 99.2 Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31) 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. Fidelity & Guaranty Life (“FGL”; NYSE: FGL), a former majority owned subsid

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 fglholdings-12312017amende.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jur

CFCO / CF Corporation 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37779 FGL HOLDINGS (

Subsidiaries of the Company.

Exhibit 21 Subsidiaries of FGL Holdings, a Cayman Islands exempted company Entity Jurisdiction CF Bermuda Holdings Limited Bermuda FGL US Holdings, Inc.

FGL Holdings Investor Day March 13, 2018 1 Investor Day March 13, 2018 FGL Holdings FGL Holdings Investor Day March 13, 2018 2 Legal Disclosures ► All data in this presentation are as of 12/31/2017 (unaudited), unless stated otherwise ► As a result o

EX-99.1 2 investorpresentation.htm EXHIBIT 99.1 FGL Holdings Investor Day March 13, 2018 1 Investor Day March 13, 2018 FGL Holdings FGL Holdings Investor Day March 13, 2018 2 Legal Disclosures ► All data in this presentation are as of 12/31/2017 (unaudited), unless stated otherwise ► As a result of the recent merger with CF Corp., the acquisition method of accounting (purchase accounting or PGAAP)

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 fglholdings8-kinvestorpres.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2018 (March 13, 2018) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State

CFCO / CF Corporation PRE 14A

TABLE OF CONTENTS Proxy Statement being resubmitted under correct EDGAR filing submission description of PRE14A.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

CFCO / CF Corporation PREM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a party other than the Registrant ¨ Check the appropriate box: S Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Defi

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

EX-24

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K 1 fglholdings8-ksanzonedirec.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 (February 28, 2018) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (Sta

CFCO / CF Corporation NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-37779 CUSIP NUMBER G3402M 102 G3402M 110 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on For

Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31)

Exhibit Exhibit 99.2 Investor Supplement Period from December 1 to December 31, 2017 (Year Ended December 31) 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. Fidelity & Guaranty Life (?FGL?; NYSE: FGL), a former majority owne

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fglholdings-12312017x10xkp.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other juri

FGL Holdings Reports Fourth Quarter 2017 Results

EX-99.1 2 fglholdings-12312017earnin.htm EXHIBIT 99.1 FGL Holdings Reports Fourth Quarter 2017 Results 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. • On November 30, 2017, the company completed its previously announced merger of Fidelity & Guar

CFCO / CF Corporation FORM S-8

As filed with the United States Securities and Exchange Commission on February 16, 2018 Registration No.

FGL Holdings 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on February 16, 2018 (File No. 333-23085)).

EX-10.1 3 tv486249ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FGL Holdings 2017 Omnibus INCENTIVE PLAN TABLE OF CONTENTS 1. Establishment, Purpose and Types of Awards 1 2. Definitions 1 3. Administration 6 4. Stock Available Under the Plan; Maximum Awards 7 5. Participation 8 6. Stock Options 9 7. Restricted Stock and Restricted Stock Units 10 8. Stock Appreciation Rights 12 9. Unrestricted Stock and Div

CFCO / CF Corporation / ANGELO GORDON & CO., L.P. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CF Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G20307107 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate b

FG / FGL Holdings / Fidelity National Financial, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* FGL Holdings (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

CFCO / CF Corporation / ANGELO GORDON & CO., L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CF Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G20307107 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

FG / FGL Holdings / Fgl Holdings - SC 13G Passive Investment

SC 13G 1 a10538544-v1xfglholdingssc.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. )* CRESCENT CAPITAL BDC, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

FG / FGL Holdings / HIGHBRIDGE CAPITAL MANAGEMENT LLC - FGL HOLDINGS Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (formerly known as CF Corporation) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this statement) Check the appropri

FG / FGL Holdings / HIGHBRIDGE CAPITAL MANAGEMENT LLC - FGL HOLDINGS Passive Investment

SC 13G/A 1 p18-0429sc13ga.htm FGL HOLDINGS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (formerly known as CF Corporation) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2017 (Date of event which requires f

FG / FGL Holdings / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

SC 13G/A 1 fga121418.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL Holdings (f/k/a CF Corp) (Name of Issuer) COMMON STOCK (Title of Class of Securities) G3402M102** (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the

FG / FGL Holdings / Blue Pool Capital Ltd Passive Investment

SC 13G/A 1 efc18-044sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FGL HOLDINGS (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropri

FGL Holdings January 31, 2018 1 January 31, 2018 FGL Holdings Investor Update FGL Holdings January 31, 2018 2 Legal Disclosures ► All data in this presentation are as of 12/31/2017 and include unaudited 4Q17 estimated results, unless stated otherwise

fginvestorjan2018update1 FGL Holdings January 31, 2018 1 January 31, 2018 FGL Holdings Investor Update FGL Holdings January 31, 2018 2 Legal Disclosures ? All data in this presentation are as of 12/31/2017 and include unaudited 4Q17 estimated results, unless stated otherwise ? As a result of the recent merger with CF Corp.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2018 (January 31, 2018) FGL HOLDINGS (Exact name of registrant as specified in its charter) Cayman Islands 001-37779 98-1354810 (State or other jurisdiction of in

FGL HOLDINGS SUPPLEMENT NO. 1, DATED JANUARY 30, 2018 TO THE PROSPECTUS, DATED JANUARY 16, 2018

424B3 1 tv484445-424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-222232 FGL HOLDINGS SUPPLEMENT NO. 1, DATED JANUARY 30, 2018 TO THE PROSPECTUS, DATED JANUARY 16, 2018 This prospectus supplement is part of and should be read in conjunction with the prospectus of FGL Holdings, dated January 16, 2018, which we refer to as the prospectus. Unless otherwise def

CFCO / CF Corporation ESP

CORRESP 1 filename1.htm FGL Holdings 90 Sterling House, 16 Wesley Street Hamilton HM CX, Bermuda January 12, 2018 VIA EDGAR Suzanne Hayes Assistant Director AD Office 1 — Healthcare and Insurance United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: FGL Holdings Registration Statement on Form S-3 File No. 333- 222232 Dear Ms.

CFCO / CF Corporation FORM S-3/A

S-3/A 1 tv482888-s3a.htm FORM S-3/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 11, 2018 Registration No. 333-222232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FGL HOLDINGS (Exact Name of Registrant as Specified in Its Charter) Cayman

CFCO / CF Corporation FORM F-N

F-N 1 tv481809formfn.htm FORM F-N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-N APPOINTMENT OF AGENT FOR SERVICE OF PROCESS BY FOREIGN BANKS AND FOREIGN INSURANCE COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS OF SECURITIES IN THE UNITED STATES A. Name of issuer or person filing (“Filer”): FGL Holdings B. This is

Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends.

Exhibit 12.1 FGL HOLDINGS COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS (in millions) Predecessor as of September 30 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 Earnings Income before income taxes $ 507,400,000 $ 188,755,667 $ 181,933,510 $ 152,877,205 $ 333,978,707 Equity investee (income)/loss - - 44,092 (376,138 ) (4,590,646 ) Fixed charges 20,427,054 22,4

Certificate of Designations of Series B Cumulative Convertible Preferred Shares.

EX-3.3 2 tv481657ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 EXECUTION VERSION CERTIFICATE OF DESIGNATIONS OF SERIES B CUMULATIVE CONVERTIBLE PREFERRED SHARES OF FGL HOLDINGS FGL HOLDINGS, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), does hereby certify: That the Board of Directors of the Company (the “Board of Directors”), pursuant to the authority con

Powers of Attorney (included on the signature page of the Registration Statement).

S-3 1 tv481657-s3.htm FORM S-3 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 21, 2017 Registration No. 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FGL HOLDINGS (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1354810 (S

EX-24.2

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO

EX-24.1

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO /

FG / FGL Holdings / Blackstone Holdings III L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) John G. Finley The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Partners LP 345 Park Avenue

JOINT FILING AGREEMENT

Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of FGL Holdings, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.

CFCO / CF Corporation / Foley William P Ii - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FGL Holdings (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3402M 102 (CUSIP Number) William P. Foley, II Sterling House 16 Wesley Street Hamilton HM CX, Bermuda (800) 445-6758 Copy to: Joel L. Rubinstein Winston & Strawn LLP 200 Park Av

POWER OF ATTORNEY

Exhibit C Exhibit C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC

JOINT FILING AGREEMENT

EX-99.11 4 tv481164ex11.htm EXHIBIT 11 Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereu

WAIVER AGREEMENT

Exhibit 9 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Waiver Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor”) and each other party listed on the signature pages hereto (each a “Forward Contract Party” and collectively the “Forward Contract Parties” and together with the Sponsor, the “Class B Holders”).

voting agreement Gso Cof Iii Aiv-5 Lp, Gso Cof Iii Co-Investment Aiv-5 Lp, Gso Co-Investment Fund-D Lp, Gso Credit Alpha Fund Lp, Gso Aiguille Des Grands Montets Fund Ii Lp, Gso Churchill Partners Lp, Gso Credit-A Partners Lp, Gso Harrington Credit A

Exhibit 10 EXECUTION VERSION voting agreement Gso Cof Iii Aiv-5 Lp, Gso Cof Iii Co-Investment Aiv-5 Lp, Gso Co-Investment Fund-D Lp, Gso Credit Alpha Fund Lp, Gso Aiguille Des Grands Montets Fund Ii Lp, Gso Churchill Partners Lp, Gso Credit-A Partners Lp, Gso Harrington Credit Alpha Fund (Cayman) L.

FG / FGL Holdings / GIC Private Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FGL HOLDINGS (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3402M102 (CUSIP Number) November 30, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

VOTING AGREEMENT GSO COF III AIV-5 LP, GSO COF III CO-INVESTMENT AIV-5 LP, GSO CO-INVESTMENT FUND-D LP, GSO CREDIT ALPHA FUND LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO CHURCHILL PARTNERS LP, GSO CREDIT-A PARTNERS LP, GSO HARRINGTON CREDIT A

EX-99.K 5 d491804dex99k.htm EXHIBIT K Exhibit K EXECUTION VERSION VOTING AGREEMENT GSO COF III AIV-5 LP, GSO COF III CO-INVESTMENT AIV-5 LP, GSO CO-INVESTMENT FUND-D LP, GSO CREDIT ALPHA FUND LP, GSO AIGUILLE DES GRANDS MONTETS FUND II LP, GSO CHURCHILL PARTNERS LP, GSO CREDIT-A PARTNERS LP, GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P. 345 PARK AVENUE NEW YORK, NEW YORK 10154 FIDELITY NATIONAL T

WAIVER AGREEMENT

EX-99.9 2 tv481165ex9.htm EXHIBIT 9 Exhibit 9 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Waiver Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor”) and each other party listed on the signature pages hereto (each a “Forward Contract Party” and c

voting agreement Gso Cof Iii Aiv-5 Lp, Gso Cof Iii Co-Investment Aiv-5 Lp, Gso Co-Investment Fund-D Lp, Gso Credit Alpha Fund Lp, Gso Aiguille Des Grands Montets Fund Ii Lp, Gso Churchill Partners Lp, Gso Credit-A Partners Lp, Gso Harrington Credit A

EX-99.10 3 tv481165ex10.htm EXHIBIT 10 Exhibit 10 EXECUTION VERSION voting agreement Gso Cof Iii Aiv-5 Lp, Gso Cof Iii Co-Investment Aiv-5 Lp, Gso Co-Investment Fund-D Lp, Gso Credit Alpha Fund Lp, Gso Aiguille Des Grands Montets Fund Ii Lp, Gso Churchill Partners Lp, Gso Credit-A Partners Lp, Gso Harrington Credit Alpha Fund (Cayman) L.P. 345 Park Avenue New York, New York 10154 Fidelity National