On December 1, 2022, at 12:01 a.m., Eastern time (the “Effective Time”), Fidelity National Financial, Inc. (“FNF”) completed its previously announced separation and distribution of approximately 15% of the shares of common stock of its subsidiary, F&G Annuities & Life, Inc. (“F&G”) (the “Distribution”).
The Distribution was accomplished by the distribution of 68 shares of common stock, par value $0.001 per share, of F&G (“F&G Common Stock”) for every 1000 shares of common stock, par value $0.0001 per share, of FNF (“FNF Common Stock”) as a dividend to each holder of shares of FNF Common Stock as of the close of business on November 22, 2022, the record date for the Distribution.
As a result of the Distribution, F&G is a separate, publicly traded company and its businesses, assets and liabilities will primarily consist of those related to F&G’s business as a provider of insurance solutions serving retail annuity and life customers and institutional clients. Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company and Fidelity & Guaranty Life Insurance Company of New York, F&G will continue to market a broad portfolio of deferred annuities (fixed indexed annuities and multi-year guarantee annuities or other fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements (through funding agreement-backed notes issuances and the Federal Home Loan Bank of Atlanta) and pension risk transfer solutions. All of FNF’s core title insurance, real estate, technology and mortgage related businesses, assets and liabilities that are not held by F&G remain with FNF.
In connection with the Distribution, the following agreements were entered into by FNF and F&G (the “Transaction Agreements”):
•a Separation and Distribution Agreement, dated as of November 30, 2022, between FNF and F&G, which provides for, among other things, the principal corporate transactions required to effect the Distribution, certain conditions to the Distribution and provisions governing F&G’s relationship with FNF with respect to and resulting from the Distribution (the “Separation and Distribution Agreement”);
•a Corporate Services Agreement, dated as of November 30, 2022, between FNF and F&G, which provides for, among other things, the provision of certain services by FNF to F&G following the Distribution;
•a Reverse Corporate Services Agreement, dated as of November 30, 2022, between FNF and F&G, which provides for, among other things, the provision of certain services by F&G to FNF following the Distribution; and
•a Tax Sharing Agreement, dated as of November 30, 2022, between FNF and F&G, which governs FNF’s and F&G’s respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of tax examinations and audits and other tax matters.
On December 1, 2022, FNF announced the completion of the Distribution. A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.