Fidelity & Guaranty Life Announces Commencement of Consent Solicitation to Amend Senior Notes of Fidelity & Guaranty Life Holdings, Inc.

DES MOINES, Iowa, March 24, 2016 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL) announced today that its subsidiary, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), is soliciting ("Consent Solicitation") consents ("Consents") from holders of its 6.375% Senior Notes due 2021 ("Notes") (CUSIP No. 315786 AA1 (144A) and U30050 AA3 (Reg S)) to certain proposed amendments ("Proposed Amendments") to the indenture governing the Notes ("Indenture"). The Consent Solicitation is being conducted in connection with the previously announced Agreement and Plan of Merger ("Merger Agreement"), by and among Fidelity & Guaranty Life, Anbang Insurance Group Co., Ltd. ("Anbang") and the other parties thereto.  Under the terms of the Merger Agreement, a subsidiary of Anbang will merge with and into Fidelity & Guaranty Life ("Merger").

FGLH is offering a cash payment, equal to $7.50 for each $1,000 principal amount of the Notes ("Consent Fee") for which Consents are delivered, to Holders (as defined below) of such Notes who consent to following Proposed Amendments:

• the defined term "Change of Control" in the Indenture will be amended to provide that the Merger will not constitute a Change of Control, and the defined term "Permitted Holders" used therein and elsewhere in the Indenture will be amended to provide that Anbang will be a Permitted Holder, as such term is used in the change of control provisions and in the provision that permits transactions pursuant to which a Permitted Holder may provide certain services to FGLH and/or its subsidiaries, at cost; and
• Section 3.2 (Reports) of the Indenture will be amended to provide that, only with respect to the fiscal quarter in which the Merger is consummated ("Relevant Quarter"), FGLH will have 75 days (rather than 45 days) after the end of such Relevant Quarter to furnish certain reports to the Trustee (as defined in the Indenture) as required pursuant to the terms of the Indenture.

The Consent Solicitation is subject to the terms and conditions set forth in the Consent Solicitation Statement dated March 24, 2016 ("Consent Solicitation Statement") and the accompanying consent form ("Consent Form"), which are being distributed to Holders of the Notes.

In order to receive a Consent Fee, holders of record (each a "Holder" and, collectively, the "Holders") at 5:00 p.m., New York City time, on March 23, 2016 of the Notes need to validly deliver their Consents prior to 5:00 p.m., New York City time, on April 5, 2016 (as such time and date may be extended or earlier terminated, the "Expiration Date"). Payment of a Consent Fee for the Notes is conditioned upon the receipt by FGLH of Consents in respect of a majority in aggregate principal amount of the Notes ("Requisite Consent"). FGLH will pay the Consent Fee for the Notes promptly following the time at which all the conditions with respect to the Consent Solicitation, including the consummation of the Merger, have been satisfied or waived. Holders of Notes for which no Consent is validly delivered prior to the Expiration Date (or for which a Consent is delivered and later revoked) will not receive a Consent Fee, even though the Proposed Amendments, if they become operative, will bind all Holders and any subsequent holders of the Notes.

Adoption of the Proposed Amendments is not a condition to the consummation of the Merger. FGLH expects to execute a supplemental indenture after the Requisite Consent has been obtained. Upon its execution, the supplemental indenture will be effective and constitute a binding agreement among FGLH, the subsidiary guarantors party thereto and the Trustee. However, the Proposed Amendments will not become operative until immediately prior to the consummation of the Merger and will cease to be operative if the Merger is not consummated.

FGLH may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. If the Consent Solicitation is terminated, the Proposed Amendments will have no effect on the Indenture, the Notes or the Holders of the Notes.

FGLH has engaged Credit Suisse Securities (USA) LLC to act as solicitation agent ("Solicitation Agent") in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 325-2476 (collect). FGLH has engaged D.F. King & Co., Inc. to act as information agent and tabulation agent ("Information and Tabulation Agent") and paying agent for the Consent Solicitation. Requests for documents relating to the Consent Solicitation may be obtained from D.F. King & Co., Inc. at (877) 732-3619 (toll-free), (212) 269-5550 or by e-mail at [email protected].

On March 14, 2016, Fidelity & Guaranty Life received notification from the Committee on Foreign Investment in the United States ("CFIUS") that, following its review of the transactions contemplated by the Merger Agreement, CFIUS has concluded all action under Section 721 of the Defense Production Act of 1950, as amended, and determined that there are no unresolved national security concerns with respect to such transactions. The foregoing satisfies the closing condition regarding CFIUS in the Merger Agreement. Additionally, on March 18, 2016, Fidelity & Guaranty Life filed an information statement with the U.S. Securities and Exchange Commission in connection with the Merger.

This press release is for informational purposes only and the Consent Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement and the related Consent Form. The Consent Solicitation is not being made to, and Consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consent. None of FGLH, the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

This press release may contain forward-looking information and statements relating to the Consent Solicitation, the Merger and other matters. Any statements included in this press release that address activities, events or developments that will or may occur in the future are forward looking, and include among others, statements regarding: (i) the Proposed Amendments, (ii) the expected payment of a Consent Fee, and (iii) the consummation of the Merger. Actual results may differ materially due to a variety of factors including: changed market conditions, the conditions for completing the Merger, the participation of and level of participation by the Holders of Notes in the Consent Solicitation and other factors listed under "Forward-Looking Statements" in the Consent Solicitation Statement. FGLH does not intend to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations.  Fidelity & Guaranty Life is headquartered in Des Moines, Iowa and trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

Investor Contact: 
Lisa Foxworthy-Parker 
Fidelity & Guaranty Life 
[email protected] 
515-330-3307

Media Contact: 
Sard Verbinnen & Co 
Jamie Tully or David Millar 
212-687-8080

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SOURCE Fidelity & Guaranty Life

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