Fidelity National Financial, Inc. Jacksonville, Florida 32204 May 24, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of Fidelity National Financial, Inc. (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among CF Corp, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company (the “Merger”). Each capitalized term used but not defined in t
Amended and Restated Investor Agreement June 6, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This amended and restated letter agreement (this “Letter Agreement”) amends, restates and supersedes in its entirety, effective as of May 24, 2017, that certain letter agreement, dated May 24, 2017, among CF Corporation, Blackstone Tactical Opportunities Fund II L.P. (the “BTO Fund”), GSO Capital Partners LP (“GSO”) and Fidelity National Financial, Inc. (“FNF”, and collectively with the BTO Fund and GSO, the “Investors”). This Letter Agreement is issued in connection with (i) the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Letter Agreement, the “Merger Agreement”), dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life and (ii) the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Letter Agreement, the “Share Purchase Agreement” and, togeth
AMENDMENT TOAgreement and Plan of Merger • August 14th, 2017 • CF Corp • Life insurance • Delaware
This AMENDMENT, dated as of June 30, 2017 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of May 24, 2017 (the “Agreement”), by and among CF Corporation, a Cayman Islands exempted corporation (“CF Corp”), FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent, and Fidelity & Guaranty Life, a Delaware corporation.
May 24, 2017CF Corp • August 14th, 2017 • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of each of Blackstone Tactical Opportunities Fund II L.P. (“BTO”) and Fidelity National Financial, Inc. (“FNF”, and each of BTO and FNF, a “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Share Purchase Agreement”) entered into concurrently herewith by and among HRG Group, Inc., a Delaware corporation (“Halo”), Front Street Re (Delaware) Ltd., a Delaware corporation and a wholly owned indirect subsidiary of Halo (“Seller”), FGL US Holdings Inc., a Delaware corporation (“Buyer”), CF Corp, Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limite
Blackstone Tactical Opportunities Fund II L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154 May 24, 2017CF Corp • August 14th, 2017 • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of Blackstone Tactical Opportunities Fund II L.P. (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among CF Corp, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company (the “Merger”). Each capitalized term used but not
LETTER AGREEMENTLetter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter agreement is made and entered into as of May 24, 2017 by and among HRG Group, Inc., a Delaware corporation (“HRG”), FS Holdco II Ltd., a Delaware corporation (“FS Holdco”), CF Corporation, a Cayman Islands exempted corporation (“CF Corp”), FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”, together with HRG, FS Holdco and CF Corp, the “Parties”).
GSO Capital Partners LP 345 Park Avenue New York, New York 10154 May 24, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of GSO Capital Partners LP (“GSO”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, preferred equity (the “Preferred Equity”) of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Share Purchase Agreement”) entered into concurrently herewith by and among HRG Group, Inc., a Delaware corporation (“Halo”), Front Street Re (Delaware) Ltd., a Delaware corporation and a wholly owned indirect subsidiary of Halo (“Seller”), FGL US Holdings, Inc., a Delaware corporation (“Buyer”), CF Corp, Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Cayman Co”) and Front Street Re Ltd., an exempted company incorporate
Fidelity National Financial, Inc. Jacksonville, Florida 32204 May 24, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of Fidelity National Financial, Inc. (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Share Purchase Agreement”) entered into concurrently herewith by and among HRG Group, Inc., a Delaware corporation (“Halo”), Front Street Re (Delaware) Ltd., a Delaware corporation and a wholly owned indirect subsidiary of Halo (“Seller”), FGL US Holdings Inc., a Delaware corporation (“Buyer”), CF Corp, Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Cayman Co”) and Front Street Re Ltd., an exempted company incorporated in Bermuda with
ADDITIONAL EQUITY PURCHASE AGREEMENTAdditional Equity Purchase Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This Additional Equity Purchase Agreement (this “Agreement”) is entered into as of June 21, 2017, between CF Corporation, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This AMENDMENT, dated as of May 24, 2017 (this “Amendment”), amends that certain Forward Purchase Agreement, dated as of April 18, 2016, as amended (the “Agreement”), by and among CF Corporation (the “Company”), CFS Holdings (Cayman), L.P. (the “Purchaser”) and, solely for the purposes of Section 6 thereof, CF Capital Growth, LLC (the “Sponsor”).
GSO Capital Partners LP 345 Park Avenue New York, New York 10154 May 24, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of GSO Capital Partners LP (“GSO”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, preferred equity (the “Preferred Equity”) of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among CF Corp, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company (the “Merger”). Each capitalized term used but
May 24, 2017CF Corp • August 14th, 2017 • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of each of Blackstone Tactical Opportunities Fund II L.P. (“BTO”) and Fidelity National Financial, Inc. (“FNF”, and each of BTO and FNF, a “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among CF Corp, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”), CF Corp will acquire the Company by mergin
Blackstone Tactical Opportunities Fund II L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154 May 24, 2017CF Corp • August 14th, 2017 • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of Blackstone Tactical Opportunities Fund II L.P. (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Share Purchase Agreement”) entered into concurrently herewith by and among HRG Group, Inc., a Delaware corporation (“Halo”), Front Street Re (Delaware) Ltd., a Delaware corporation and a wholly owned indirect subsidiary of Halo (“Seller”), FGL US Holdings Inc., a Delaware corporation (“Buyer”), CF Corp, Front Street Re (Cayman) Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Cayman Co”) and Front Street Re Ltd., an exempted company incorporated in
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This AMENDMENT, dated as of May 24, 2017 (this “Amendment”), amends that certain Forward Purchase Agreement, dated as of April 18, 2016, as amended (the “Agreement”), by and among CF Corporation (the “Company”), _______________ (the “Purchaser”) and, solely for the purposes of Section 6 thereof, CF Capital Growth, LLC (the “Sponsor”).
