FGL HOLDINGS Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-06-01: Form 8-K; Period of report 2020-06-01; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2020-05-29: Form 8-K; Period of report 2020-05-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2020-05-29: Form 8-K; Period of report 2020-05-27; Description 8.01 Other Events; Details 8.01.
- 2020-05-29: Form 8-K; Period of report 2020-05-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-06-01 | 8-K | 2020-06-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On June 1, 2020, FNF completed its previously announced acquisition of FGL Holdings (the “Company”) pursuant to the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FNF, the Company, F I Corp., a Cayman Islands exempted company (“Merger Sub I”) and F II Corp., a Cayman Islands exempted company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), as amended by the First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020, by and among FNF, the Company and the Merger Subs (the Agreement and Plan of Merger, as amended, the “Merger Agreement”). 3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On June 1, 2020, the Company and FNF issued a joint press release in connection with the closing of the Mergers. | d830740d8k.htm |
| 2020-05-29 | 8-K | 2020-05-29 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 An extraordinary general meeting of the shareholders of FGL Holdings (“FGL”) was held on May 29, 2020. 8.01 To the extent required, the information included in Item 5.07 of this Current Report on Form 8-K is incorporated into this Item 8.01. | d913152d8k.htm |
| 2020-05-29 | 8-K | 2020-05-27 | 8.01 Other Events | 8.01 The special committee of the board of directors (the “Special Committee”) of FGL Holdings (“F&G”) has determined: (i) that as a result of the dissenters’ rights notices received by F&G to date, F&G will not be in a position to obtain a “will” level tax opinion that is a condition to the closing of the transactions contemplated by the merger agreement between Fidelity National Financial, Inc. (“FNF”) and F&G (the “Tax Opinion Closing Condition”) and (ii) to waive the Tax Opinion Closing Condition. | d936380d8k.htm |
| 2020-05-29 | 8-K | 2020-05-28 | 8.01 Other Events | 8.01 On May 28, 2020, FGL Holdings, a Cayman Islands exempted company (“F&G”) and Fidelity National Financial, Inc. (“FNF”) issued a joint press release announcing the preliminary results of the elections made by F&G shareholders regarding the form of merger consideration they wish to receive in connection with FNF’s pending acquisition of F&G pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among FNF, F&G, F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF, and F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF, as amended by that First Amendment to the Merger Agreement, dated as of April 24, 2020. | d886481d8k.htm |
| 2020-05-27 | 8-K | 2020-05-26 | 8.01 Other Events | 8.01 On May 26, 2020, F&G and FNF issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | d936146d8k.htm |
| 2020-05-20 | 8-K | 2020-05-19 | 7.01 Regulation FD Disclosure | 7.01 On Tuesday, May 19, 2020, Christopher O. Blunt, President and Chief Executive Officer of FGL Holdings (“F&G”), John Fleurant, Chief Financial Officer of F&G, and Rajesh Krishnan, Chief Investment Officer of F&G, participated in a conference call with investment analysts. | d934659d8k.htm |
| 2020-05-07 | 8-K | 2020-05-07 | 8.01 Other Events | 8.01 As previously reported, on February 7, 2020, FGL Holdings (“F&G”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among F&G, Fidelity National Financial, Inc., a Delaware corporation (“FNF”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF, and F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF, as amended by that First Amendment to the Merger Agreement, dated as of April 24, 2020. | d898685d8k.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On May 6, 2020, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable on June 8, 2020, to shareholders of record as of the close of business on May 26, 2020. | fgl-20200506.htm |
| 2020-04-24 | 8-K | 2020-04-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d882487d8k.htm |
| 2020-04-23 | 8-K | 2020-04-23 | 7.01 Regulation FD Disclosure | 7.01 On Thursday, April 23, 2020 at 12:00 p.m. | d918246d8k.htm |
| 2020-03-19 | 8-K | 2020-03-19 | 8.01 Other Events | 8.01 On March 19, 2020, FGL Holdings (the “Company”) issued a press release announcing 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 the Company will be acquired by Fidelity National Financial, Inc. (“FNF”). | d856080d8k.htm |
| 2020-02-26 | 8-K | 2020-02-26 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On February 26, 2020, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable on March 30, 2020, to shareholders of record as of the close of business on March 16, 2020. | fglholdings1231201910-.htm |
| 2020-02-12 | 8-K | 2020-02-12 | 7.01 Regulation FD Disclosure | 7.01 On Friday, February 14, 2020 at 12:00 p.m. | d883684d8k.htm |
| 2020-02-07 | 8-K | 2020-02-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 The information in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | d877172d8k.htm |
| 2020-01-03 | 8-K | 2019-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d856352d8k.htm |
| 2019-11-07 | 8-K | 2019-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 6, 2019, FGL Holdings (the “Company”) announced that John T. Fleurant would join the Company as its Chief Financial Officer, effective November 11, 2019. | d766372d8k.htm |
| 2019-11-06 | 8-K | 2019-11-06 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On November 6, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable on December 9, 2019, to shareholders of record as of the close of business on November 25, 2019. | fglholdings930201910-q.htm |
| 2019-09-03 | 8-K | 2019-08-29 | 7.01 Regulation FD Disclosure | 7.01 On August 29, 2019, FGL Holdings (the “Company”) issued a press release. | fglholdings8-k_kbwinsconf.htm |
| 2019-08-07 | 8-K | 2019-08-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On August 7, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable September 9, 2019 to shareholders of record at the close of business on August 26, 2019. | fglholdings630201910-q.htm |
| 2019-05-16 | 8-K | 2019-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 11, 2019, FGL Holdings (the “Company”) appointed Bonnie Wasgatt as Chief Operating Officer, effective May 20, 2019. | d749827d8k.htm |
| 2019-05-10 | 8-K | 2019-05-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 FGL Holdings (the “Company”) held its 2019 annual general meeting of shareholders (the “Meeting”) on May 7, 2019. | d727834d8k.htm |
| 2019-05-07 | 8-K | 2019-05-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On May 7, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable June 10, 2019 to shareholders of record at the close of business on May 28, 2019. | fglholdings331201910-qpres.htm |
| 2019-04-05 | 8-K | 2019-04-05 | 7.01 Regulation FD Disclosure | 7.01 On April 5, 2019, FGL Holdings (the “Company”) will distribute an investor update presentation to certain individuals. | fglholdings8-kinvestorpres.htm |
| 2019-04-02 | 8-K | 2019-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 29, 2019, FGL Holdings (the “Company”) entered into a prospective leadership transition agreement with its Chief Financial Officer Dennis Vigneau, who will retire effective December 31, 2019. | d675406d8k.htm |
| 2019-02-27 | 8-K | 2019-02-27 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 8.01 On February 27, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.01 per ordinary share, payable April 1, 2019 to shareholders of record at the close of business on March 18, 2019. | fglholdings1231201810-kpre.htm |
| 2019-01-07 | 8-K | 2019-01-07 | 7.01 Regulation FD Disclosure | 7.01 On January 7, 2019, FGL Holdings (the “Company”) will distribute an investor presentation to certain individuals. | fglholdings8-kinvestorpres.htm |
| 2018-12-19 | 8-K | 2018-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 19, 2018, FGL Holdings (the “Company”) announced a leadership transition and strategic initiatives to enhance shareholder value. 7.01 On December 19, 2018, the Company issued a press release regarding the leadership transition and strategic initiatives. | d661018d8k.htm |
| 2018-11-13 | 8-K | 2018-11-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On November 10, 2018, Mr. Thomas J. Sanzone, a director of FGL Holdings (the “Company”), notified the Company that he is resigning from the board of directors of the Company and its subsidiaries and all committees thereof effective as of November 10, 2018 (the “Effective Time”). | fglholdings8-kxsanzoneresi.htm |
| 2018-11-07 | 8-K | 2018-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. | fglholdings930201810-qpres.htm |
| 2018-10-09 | 8-K | 2018-10-09 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On October 5, 2018, FGL Holdings (the “Company”) announced final results of its offer to exchange (“Offer to Exchange”) any and all of its outstanding warrants (the “Warrants”) for 0.11 FGL Holdings’ ordinary shares, par value $0.0001 and $0.98, in cash, without interest, per warrant, upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 6, 2018, as amended and supplemented by Amendment No. 1 filed by the Company with the SEC on September 21, 2018 and as further amended and supplemented by Amendment No. 2 filed by the Company with SEC on October 5, 2018, the related Letter of Transmittal, as amended, and related Offer to Exchange materials. 8.01 Reference is made to Item 3.02 of this report regarding the final results of the Offer to Exchange. | d630970d8k.htm |
| 2018-08-13 | 8-K | 2018-08-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say-on-pay votes held at the 2018 Annual Meeting, 116,871,552 shares voted for three years, 2,698,925 shares voted for two years, 60,323,520 voted for one year, and 2,900 abstained. | fglholdings8-kaxsayonpayfr.htm |
| 2018-08-08 | 8-K | 2018-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. | fglholdings630201810-qpres.htm |
| 2018-05-11 | 8-K | 2018-05-09 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 3.03 As described in Item 5.07 of this Current Report, FGL Holdings (the “Company”) held its 2018 annual general meeting of shareholders (the “Meeting”) on May 9, 2018. 5.02 On May 9, 2018, the board of directors of the Company appointed Mr. Thomas Sanzone to the Nominating and Corporate Governance Committee of the Company’s board of directors. 5.07 The Company held its Meeting on May 9, 2018. | a10757468-v2xfglholdings8x.htm |
| 2018-05-09 | 8-K | 2018-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. | fglholdings-3312018x10xqpr.htm |
| 2018-04-25 | 8-K | 2018-04-20 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On April 16, 2018, the Issuer instructed Wells Fargo Bank, National Association, as trustee (the “2021 Notes Trustee”) of its 6.375% Senior Notes due 2021 (the “2021 Notes”) to deliver a notice of redemption to the holders of the outstanding 2021 Notes. 8.01 On April 24, 2018, the Issuer repaid $135 million principal amount outstanding under the Issuer’s revolving credit facility and accrued interest in connection therewith. | d553516d8k.htm |
| 2018-04-16 | 8-K | 2018-04-16 | 8.01 Other Events | 8.01 In connection with a proposed private financing transaction by Fidelity & Guaranty Life Holdings, Inc., an indirect wholly-owned subsidiary of FGL Holdings, FGL Holdings anticipates disclosing to prospective investors certain information that has not been previously publicly reported. | d572394d8k.htm |
| 2018-03-15 | 8-K/A | 2018-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including the Exhibit referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. | fglholdings-12312017amende.htm |
| 2018-03-13 | 8-K | 2018-03-13 | 7.01 Regulation FD Disclosure | 7.01 On March 13, 2018, FGL Holdings (the “Company”) will distribute an investor update presentation to certain individuals. | fglholdings8-kinvestorpres.htm |
| 2018-03-06 | 8-K | 2018-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 28, 2018, the board of directors of FGL Holdings (the “Company”) appointed Mr. Thomas J. Sanzone as a Class A director of the Company. 8.01 On February 28, 2018, the board of the directors of the Company approved March 28, 2018 as the record date for determining shareholders entitled to vote at the annual general meeting, which will be held on Wednesday, May 9, 2018 at 1:00 p.m. | fglholdings8-ksanzonedirec.htm |
| 2018-02-28 | 8-K | 2018-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including the Exhibits referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. | fglholdings-12312017x10xkp.htm |
| 2018-02-01 | 8-K | 2018-01-31 | 7.01 Regulation FD Disclosure | 7.01 On February 1, 2018, FGL Holdings (the “Company”) will distribute an investor update presentation to certain individuals. | fglholdings8-kinvestorpres.htm |
| 2017-12-01 | 8-K | 2017-11-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure set forth above under “Introductory Note” is incorporated by reference herein. 2.03 The disclosure set forth above under Item 1.01 regarding the Credit Agreement, Amended and Restated Indenture and Convertible Note and related agreements is incorporated by reference herein. 3.02 The disclosure set forth above in Item 1.01 with respect to the Convertible Note and the issuance of the Company’s ordinary shares, preferred shares and ordinary shares issuable upon conversion of the preferred shares is incorporated by reference herein. 3.03 The disclosure set forth above in Item 1.01 with respect to the Company’s preferred shares is incorporated by reference herein. 4.01 On November 29, 2017, in connection with the Closing, WithumSmith+Brown, PC (“Withum”) resigned as the Company’s independent registered public accounting firm, effective as of the Closing Date. 5.01 The information set forth above in the “Introductory Note” and Item 2.01 is incorporated by reference herein. 5.02 The information set forth above in the sections titled “Directors and Executive Officers,” “Director Independence,” “Committees of the Board of Directors” and “Executive Compensation” in Item 2.01 are incorporated by reference herein. | tv480509_8k.htm |
| 2017-11-30 | 8-K | 2017-11-30 | 7.01 Regulation FD Disclosure | 7.01 On November 30, 2017, FGL Holdings (formerly known as CF Corporation), a Cayman Islands exempted company, issued a press release announcing that it has consummated its previously announced acquisition of Fidelity & Guaranty Life, a Delaware corporation. | tv480575_8k.htm |
| 2017-11-20 | 8-K | 2017-11-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On November 20, 2017, CF Corporation (the “Company”) provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to transfer the listing of its ordinary shares and warrants from Nasdaq to The New York Stock Exchange (“NYSE”) following the completion of its previously announced acquisition of Fidelity & Guaranty Life and related transactions (the “Business Combination”). 7.01 Also on November 20, 2017, the Company issued a press release announcing its intention to transfer the listing of its ordinary shares and warrants to the NYSE. | tv479911_8k.htm |
| 2017-11-09 | 8-K | 2017-11-07 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on May 24, 2017, CF Corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FGL US Holdings Inc., an indirect wholly owned subsidiary of the Company (“Parent”), FGL Merger Sub Inc., a direct wholly owned subsidiary of Parent (“Merger Sub”) and Fidelity & Guaranty Life (“FGL”). | tv479054_8k.htm |
| 2017-10-10 | 8-K | 2017-10-06 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company’s preferred shares and ordinary shares issuable pursuant to the conversion of such preferred shares is incorporated by reference herein. 7.01 On October 6, 2017, the Company issued a press release regarding the status of the acquisition of FGL. | v476627_8k.htm |
| 2017-08-10 | 8-K | 2017-08-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.02 As described below under Item 5.07 of this Current Report on Form 8-K, on August 8, 2017, CF Corporation (the “Company”) held an extraordinary general meeting in lieu of annual general meeting of shareholders (the “general meeting”). 5.07 At the general meeting, a total of 70,520,628 (83.95%) of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares held of record as of July 20, 2017, the record date for the general meeting, were present either in person or by proxy, which constituted a quorum. 7.01 On August 8, 2017, the Company issued a press release announcing that the business combination and related proposals were approved at the general meeting. | v472803_8k.htm |
| 2017-07-17 | 8-K | 2017-07-17 | 7.01 Regulation FD Disclosure | 7.01 On July 17, 2017, CF Corporation (the “Company”) and Fidelity & Guaranty Life (“FGL”) issued a joint press release (the “Press Release”) reporting on the status of their previously announced merger transaction in which the Company will acquire FGL. | t1702124_x1-8k.htm |
| 2017-06-27 | 8-K | 2017-06-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth above under Item 1.01 is incorporated herein by reference. | t1700136x2-8k.htm |
| 2017-06-05 | 8-K | 2017-06-05 | 7.01 Regulation FD Disclosure | 7.01 Furnished herewith as Exhibit 99.1 is a copy of an investor presentation that CF Corporation (the “Company”) plans to use in connection with meetings with current and potential investors relating to the previously announced business combination between the Company and Fidelity & Guaranty Life (the “Business Combination”). | t1800000_8k.htm |
| 2017-05-31 | 8-K | 2017-05-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company’s ordinary shares, preferred shares, warrants and ordinary shares issuable pursuant to the exercise of such warrants is incorporated by reference herein. 8.01 On May 24, 2017, the Company and Parent entered into a Share Purchase Agreement with Front Street Re (Delaware) Ltd. (“FSRD”), a Delaware corporation and a wholly owned indirect subsidiary of HRG, pursuant to which, subject to the terms and conditions set forth therein, Parent has agreed to purchase from FSRD all of the issued and outstanding shares of (i) Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limited liability and (ii) Front Street Re Ltd., an exempted company incorporated in Bermuda with limited liability (collectively, the “Acquired Companies”). | t1701700_8k.htm |
| 2017-05-25 | 8-K | 2017-05-25 | 7.01 Regulation FD Disclosure | 7.01 Furnished herewith as Exhibit 99.1 is a copy of an investor presentation that CF Corporation (the “Company”) plans to use in connection with meetings with current and potential investors relating to the previously announced business combination between the Company and Fidelity & Guaranty Life (the “Business Combination”). | t1701698_8k.htm |
| 2017-05-24 | 8-K | 2017-05-24 | 7.01 Regulation FD Disclosure | 7.01 On May 24, 2017, CF Corporation (the “Company”) issued a press release (the “Press Release”) announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, FGL Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (“FGL”) (NYSE: FGL), pursuant to which Merger Sub will be merged with and into FGL and FGL will continue as an indirect wholly owned subsidiary of the Company (such merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”). | t1701682_8k.htm |
| 2017-05-18 | 8-K | 2017-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 17, 2017, the board of directors (the “Board”) of CF Corporation (the “Company”) elected Keith Wayne Abell to serve as a Class A director, with a term expiring at the Company’s first annual general meeting, or until his successor is duly elected and qualified or his earlier death, resignation, retirement, disqualification or removal. | t1701592_8k.htm |
| 2016-07-07 | 8-K | 2016-07-07 | 8.01 Other Events | 8.01 On July 7, 2016, CF Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units commencing on July 8, 2016. | t1601713_8k.htm |
| 2016-07-05 | 8-K | 2016-06-29 | 8.01 Other Events | 8.01 As previously reported in the Current Report on Form 8-K filed by CF Corporation (the “Company”) on May 25, 2016 (the “Initial Form 8-K”), the Company consummated its initial public offering (“IPO”) of 60,000,000 units (the “Units”), with each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one warrant (“Warrant”) to purchase one Class A Ordinary Share, pursuant to a registration statement on Form S-1 (File No. 333-210584). | t1601685_8k.htm |
| 2016-06-01 | 8-K | 2016-05-25 | 8.01 Other Events | 8.01 On May 25, 2016, CF Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 60,000,000 units (the “Units”). | t1601456_8k.htm |
| 2016-05-25 | 8-K | 2016-05-19 | 8.01 Other Events | 8.01 On May 25, 2016, CF Corporation (the “Company”) consummated its initial public offering (“IPO”) of 60,000,000 units (the “Units”). | t1601397_8k.htm |