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 719, 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 Number)

(IRS Employer

Identification No.)

4th Floor ~~Boundary Hall, Cricket Square Grand Cayman, Cayman Islands KY1-1102 (Address of principal executive offices, including zip code)~~

Boundary Hall, Cricket Square

Grand Cayman, Cayman Islands

KY1-1102

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 1 (345) 947-5614

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $.0001 per share	FG	New York Stock Exchange
Warrants to purchase ordinary shares	FG WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

AsOn ~~previously reported~~Tuesday, ~~on February~~May 719, 2020, Christopher O. Blunt, President and Chief Executive Officer of FGL Holdings (“F&G”), ~~entered~~John ~~into~~Fleurant, anChief ~~Agreement~~Financial ~~and~~Officer ~~Plan~~ of ~~Merger~~F&G, ~~(the~~and ~~“Merger~~Rajesh ~~Agreement”)~~Krishnan, byChief ~~and~~Investment ~~among~~Officer of F&G, ~~Fidelity~~participated ~~National~~in ~~Financial,~~a ~~Inc.,~~conference acall ~~Delaware~~with ~~corporation~~investment ~~(“FNF”),~~analysts. FAs Ipart ~~Corp.,~~of athe ~~Cayman~~conference ~~Islands~~call, ~~exempted~~Mr. Blunt, ~~company~~Mr. Fleurant and ~~wholly~~Mr. Krishnan ~~owned~~provided ~~subsidiary~~a ofpresentation ~~FNF,~~to ~~and~~participants. FA IIcopy ~~Corp.,~~of athe ~~Cayman~~presentation ~~Islands~~is ~~exempted~~attached ~~company~~as ~~and~~Exhibit ~~wholly~~99.1 ~~owned~~to ~~subsidiary~~this ofCurrent ~~FNF,~~Report ason ~~amended~~Form by8-K. ~~that~~The ~~First~~attached ~~Amendment~~Exhibit to99.1 ~~the~~is ~~Merger~~furnished ~~Agreement,~~pursuant ~~dated~~to asItem 7.01 of ~~April 24,~~Form ~~2020~~8-K.

OnThe ~~May~~ information in this Item 7.01, ~~2020,~~Item ~~F&G~~9.01 and ~~FNF~~Exhibit ~~issued~~99.1 ashall ~~joint~~not ~~press~~be ~~release~~deemed ~~announcing~~to ~~that~~be ~~the~~“filed” ~~anticipated deadline~~ for ~~holders~~purposes of ~~F&G’s~~Section 18 ~~ordinary~~of ~~shares~~the toSecurities ~~deliver~~Exchange ~~their~~Act ~~election~~of ~~forms~~1934, toas ~~elect~~amended (the ~~form~~“Exchange ofAct”) ~~consideration~~or ~~they~~otherwise ~~wish~~subject to ~~receive in~~ the ~~proposed~~liabilities ~~merger~~of ~~transaction~~that ~~is 5:00 p.m. (Eastern time) on May 27~~section, ~~2020.~~nor ~~The~~shall ~~election~~it ~~deadline may~~ be ~~changed~~deemed orincorporated ~~extended,~~by reference in ~~which~~any ~~case~~filing made by F&G ~~and~~under ~~FNF~~the ~~will~~Securities ~~issue~~Act aof ~~press~~1933, ~~release~~as ~~announcing~~amended (the ~~new~~“Securities ~~election~~Act”), ~~deadline.~~or ~~The closing of~~ the ~~proposed~~Exchange ~~merger~~Act, ~~transaction~~except ~~remains~~as ~~subject~~shall tobe ~~the~~expressly ~~satisfaction~~set offorth ~~certain~~by ~~closing~~specific ~~conditions,~~reference ~~including~~in ~~approval~~such bya ~~F&G shareholders~~filing.

ToItem ~~make~~9.01. anFinancial ~~election,~~Statements ~~F&G~~and shareholders must deliver to Continental Stock Transfer & Trust Company, the exchange agent for the transaction, prior to the election deadline, a properly completed election form together with their F&G share certificates, if any, or a confirmation of book-entry transferExhibits.

~~A copy of the joint press release is attached hereto as Exhibit 99~~(d) Exhibits.1 ~~and is incorporated by reference herein.~~

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

	99.1	Investment analyst presentation held on May 19, 2020

	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

(d)

Exhibit No.		Description
	99.1	Joint Press Release of Fidelity National Financial, Inc. and FGL Holdings, dated May 7, 2020
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This Current Report onincludes ~~Form 8-K contains, and certain oral statements made by our representatives from time to time may contain,~~ forward-looking statements ~~relating to F&G and FNF, including statements relating to the proposed transaction and related matters~~. ~~Such~~Some ~~statements are subject to risks and uncertainties, many~~ of ~~which are beyond~~ the control of F&G and FNF, that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of the management of F&G and FNF, respectively. Forwardforward-looking statements ~~are~~can ~~generally~~be ~~identifiable~~identified by the use of ~~the~~terms ~~words~~such as “believes,”, “expects,” ~~“intends~~,” “~~anticipates,~~may” ~~“plans~~,” “~~seeks,~~will” ~~“estimates~~,” “~~projects,~~should” ~~“may~~,” “~~will,” “~~could,”, “~~might,~~seeks”, or “~~continues~~intends” ~~or similar expressions. Factors that could cause actual results~~, events and developments to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes in the financial markets; (2) the outcome of any legal proceedings that may be instituted against F&G or FNF following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the merger agreement, including due to failure to obtain approval of the shareholders of F&G or other conditions to closing in the merger agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transactions contemplated by the merger agreement to fail to close; (5) the risk that the transactions contemplated by the merger agreement disrupt current “plans ~~and operations of F&G or FNF as a result of the announcement thereof; (6) the ability to recognize the anticipated benefits of the transactions contemplated by the merger agreement~~”, ~~which may be affected by~~“estimates”, among other things, competition, the ability of the management of F&G and FNF to grow and manage their respective businesses profitably and to retain their key employees; (7) costs related to the transactions contemplated by the merger agreement; (8) changes in applicable laws or regulations; (9) the risk that the mergers may not be treated as a single integrated transaction that qualifies as a “~~reorganization~~anticipates” under Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the transactions contemplated by the merger agreement would be treated as a taxable sale by U.S. Holders of their F&G shares in exchange for the merger consideration; (10) adverse legal and regulatory developments or ~~determinations or adverse changes in, or interpretations of, U.S. or~~ other ~~foreign~~comparable ~~laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the transactions contemplated by the merger agreement, cause the~~ terms. ~~of such transactions to be modified or change the anticipated tax consequences of such transactions; (11) the possibility that F&G or FNF may be adversely affected by other economic~~However, business, and/or competitive factors, as well as the impact on the business, operations, results of operations and trading prices of the shares of F&G and FNF arising out of the COVID-19 outbreak; (12) risks that any of the closing conditions to the proposed merger may not beall ~~satisfied in a timely manner; (13) the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time~~forward-~~consuming~~looking orstatements ~~costly~~contain ~~than~~these ~~expected~~identifying ~~or that the expected benefits of the acquisition will not be realized and (14) other risks and uncertainties identified in F&G’s and FNF’s filings with the U~~words.S. ~~Securities~~These ~~and Exchange Commission (the “SEC”). Each of F&G and FNF cautions readers not to place undue reliance upon any~~ forward-looking statements, ~~which~~include ~~speak~~all ~~only~~matters asthat ofare ~~the~~not ~~date~~related ~~made.~~to ~~Neither~~present ~~F&G~~facts ~~nor FNF undertakes~~ or ~~accepts~~current ~~any~~conditions ~~obligation~~ or ~~undertaking~~that toare ~~release~~not ~~any~~historical ~~updates~~facts. ~~or revisions to any forward~~Forward-looking statements toare ~~reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based,~~ subject to ~~applicable~~known ~~law.~~and ~~The~~unknown ~~information~~risks ~~contained in any website referenced herein is not,~~ and ~~shall not be deemed to be~~uncertainties, ~~part~~many of orwhich ~~incorporated~~are ~~into~~beyond ~~this~~F&G’s ~~Current Report on Form 8-K~~control.

~~All~~Factors that could cause actual results to differ from those reflected in forward-looking statements ~~described~~include: ~~herein~~general ~~are~~economic ~~qualified~~conditions byand ~~these~~other ~~cautionary~~factors, ~~statements~~including prevailing interest and ~~there~~unemployment ~~can~~rate belevels noand ~~assurance~~stock ~~that~~and credit market performance; concentration in certain states for distribution of F&G’s products; the ~~actual~~impact ~~results,~~of ~~events~~interest orrate ~~developments~~fluctuations; ~~referenced~~equity ~~herein~~market ~~will~~volatility; ~~occur~~credit market volatility or bedisruption; ~~realized.~~the ~~Neither~~impact of credit risk of F&G’s ~~nor~~counterparties; ~~FNF~~volatility ~~undertakes~~or ~~any~~decline ~~obligation~~in tothe ~~update~~market orprice ~~revise~~of ~~forward-looking~~F&G’s ~~statements~~ordinary shares could impair F&G’s ability to ~~reflect~~raise ~~changed~~necessary capital; changes in F&G’s assumptions, and estimates regarding the ~~occurrence~~amortization of ~~unanticipated~~F&G’s ~~events~~deferred oracquisition ~~changes~~costs, todeferred ~~future~~sales ~~operating~~inducements ~~results~~and value of business acquired balances; changes in F&G’s methodologies, ~~except~~estimates asand ~~required~~assumptions byregarding ~~law.~~F&G’s valuation of investments and the determinations of the amounts of allowances

~~Additional~~and ~~Information~~impairments; ~~about~~changes in F&G’s valuation allowance against F&G’s deferred tax assets, and restrictions on F&G’s ability to fully utilize such assets; the ~~Proposed~~accuracy ~~Transaction~~of management’s insurance contract reserving assumptions; regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) underwriting of insurance products and ~~Where~~regulation of the sale, underwriting and pricing of products and minimum capitalization and statutory reserve requirements for insurance companies, or the ability of F&G’s insurance subsidiaries to ~~Find~~make Itcash distributions to F&G (including dividends or payments on surplus notes those subsidiaries issue to us); the ability to maintain or obtain approval of Iowa Insurance Division (“IID”) and other regulatory authorities as required for F&G’s operations and those of F&G’s insurance subsidiaries; the impact of the “fiduciary” rule proposals on the Company, its products, distribution and business model; changes in the federal income tax laws and regulations which may affect the relative income tax advantages of F&G’s products; changes in tax laws which affect F&G and/or F&G’s shareholders; potential adverse tax consequences if F&G is treated as a passive foreign investment company; the impact on F&G’s business of new accounting rules or changes to existing accounting rules; F&G’s potential need and F&G’s insurance subsidiaries’ potential need for additional capital to maintain F&G’s and their financial strength and credit ratings and meet other requirements and obligations; F&G’s ability to successfully acquire new companies or businesses and integrate such acquisitions into F&G’s existing framework; the impact of potential litigation, including class action litigation; F&G’s ability to protect its intellectual property; F&G’s ability to maintain effective internal controls over financial reporting; the impact of restrictions in the Company’s debt instruments on its ability to operate its business, finance its capital needs or pursue or expand its business strategies; F&G’s ability and its insurance subsidiaries’ ability to maintain or improve financial strength ratings; the performance of third parties including third party administrators, independent distributors, underwriters, actuarial consultants and other outsourcing relationships; the loss of key personnel; interruption or other operational failures in telecommunication, information technology and other operational systems, or a failure to maintain the security, integrity, confidentiality or privacy of sensitive data residing on such systems; F&G’s exposure to unidentified or unanticipated risk not adequately addressed by F&G’s risk management policies and procedures; the impact on F&G’s business of natural and man-made catastrophes, pandemics, and malicious and terrorist acts; specifically the pandemic caused by the spread of COVID-19, which could have an adverse impact on F&G’s financial condition and results of operations and other aspects of F&G’s business; F&G’s ability to compete in a highly competitive industry; F&G’s ability to attract and retain independent marketing organizations (IMOs) and independent agents; F&G’s subsidiaries’ ability to pay dividends; the occurrence of any event, change or other circumstances that could give rise to the termination of F&G’s merger agreement with Fidelity National Financial, Inc. (“FNF”); the outcome of any legal proceedings that may be instituted against F&G or FNF following the announcement of the merger agreement and the transaction contemplated therein; the inability to complete the transactions contemplated by the merger agreement, including due to failure to obtain approval of F&G’s shareholders or other conditions to closing in the merger agreement; delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance regulators) required to complete the transaction contemplated by the merger

~~This~~agreement; ~~Current~~the ~~Report~~occurrence onof ~~Form~~any ~~8-K~~event, ~~relates~~change toor aother ~~proposed~~circumstance ~~transaction~~that ~~between~~could ~~F&G~~give ~~and~~rise ~~FNF,~~to ~~which is~~ the ~~subject~~termination of athe ~~registration~~merger ~~statement~~agreement ~~and~~or ~~relevant~~could ~~solicitation~~otherwise ~~materials~~cause ~~filed~~the bytransaction ~~FNF~~contemplated ~~with~~by the ~~SEC.~~merger Inagreement ~~connection~~to ~~with~~fail to close; the ~~proposed~~risk ~~transaction,~~that ~~FNF~~the ~~has~~transactions ~~filed~~contemplated ~~with~~by the ~~SEC~~merger aagreement ~~registration~~disrupt ~~statement~~F&G’s onor ~~Form~~FNF’s ~~S-4~~current ~~that~~plans ~~includes~~and aoperations ~~proxy~~as ~~statement~~a result of ~~F&G~~the ~~and~~announcement athereof; ~~prospectus~~the ofability ~~FNF,~~to asrecognize ~~well~~the asanticipated ~~other~~benefits ~~relevant~~of ~~documents~~the ~~concerning~~transactions contemplated by the ~~proposed~~merger ~~transaction.~~agreement, ~~F&G~~which ~~commenced~~may ~~mailing~~be ofaffected ~~the~~by, ~~definitive~~among ~~proxy~~other ~~statement~~things, tocompetition, the ability of F&G’s ~~shareholders~~and onFNF’s ~~April 30,~~management ~~2020.~~to ~~This~~grow ~~Current~~and ~~Report~~manage ontheir ~~Form~~respective ~~8-K~~business isprofitability ~~not~~and ato ~~substitute~~retain ~~for~~their ~~the~~key ~~registration~~employees; ~~statement,~~costs related to the ~~definitive~~transactions ~~proxy~~contemplated ~~statement~~by ~~and~~the ~~relevant~~merger ~~solicitation~~agreement; ~~materials~~changes ~~that~~in ~~FNF~~applicable ~~has~~laws or ~~may~~regulations; ~~file~~the ~~with~~risk that the ~~SEC~~transactions orcontemplated ~~any~~by ~~other~~the ~~documents~~merger ~~which~~agreement ~~FNF~~will ~~may~~not ~~send~~qualify tofor ~~its~~their intended tax treatment; adverse legal and regulatory developments or ~~F&G’s~~determinations ~~shareholders~~or inadverse ~~connection~~changes ~~with~~in, ~~the~~or ~~proposed~~interpretations ~~transaction~~of, U.S. ~~Investors~~or ~~and~~other ~~security~~foreign ~~holders~~laws, ~~are~~rules ~~urged~~or toregulations, ~~carefully~~including tax laws, rules and ~~entirely~~regulations, ~~read~~that ~~the~~could ~~registration~~delay ~~statement~~or ~~and~~prevent ~~relevant~~completion ~~solicitation~~of ~~materials~~the ~~and~~transactions ~~all~~contemplated ~~other~~by ~~relevant~~the ~~documents~~merger agreement, ascause ~~well~~the asterms ~~any~~of ~~amendments~~such ortransactions ~~supplements~~ to ~~these~~be ~~documents,~~modified ifor ~~and~~changed ~~when~~the ~~they~~anticipated ~~become~~tax ~~available,~~consequences ~~because~~of ~~they~~such ~~will~~transactions; ~~contain~~the ~~important~~possibility ~~information~~that ~~about~~F&G ~~the~~or ~~proposed~~FNF ~~transaction~~may ~~and~~be ~~related~~adversely ~~matters.~~affected ~~These~~by ~~documents~~other ~~will~~economic, bebusiness, ~~available~~and/or atcompetitive nofactors, ~~charge~~as well as the impact on the ~~SEC~~business, operations, results of operations and trading prices of F&G’s ~~website~~and atFNF’s ~~www.sec.gov.~~shares Inarising ~~addition,~~out ~~documents~~of ~~will~~the ~~also~~COVID-19 beoutbreak; ~~available~~and ~~for~~other ~~free~~risks ~~from~~and uncertainties identified in F&G’s byand ~~contacting~~FNF’s ~~Jamie~~filings ~~Lillis,~~with ~~Managing~~the ~~Director~~SEC, ~~Solebury~~which ~~Trout,~~can ~~(203)-428-3223~~be found at the U.S. Securities & Exchange Commission’s website, ~~jlillis@soleburytrout~~www.~~com~~sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 7, 2020

FGL Holdings

Date: May 19, 2020

FGL HOLDINGS

/s/ Eric L. Marhoun

Eric L. Marhoun

~~Executive Vice President,~~ General Counsel and Secretary

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