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Press Release

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

Company Release - 11/8/2017 6:50 AM ET

DES MOINES, Iowa, Nov. 8, 2017 /PRNewswire/ -- Fidelity & Guaranty Life (NYSE: FGL) announced today that its subsidiary, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), is soliciting consents (the "Consent Solicitation") from holders of its 6.375% Senior Notes due 2021 (the "Notes") (CUSIP Nos. 315786 AA1 (144A) and U30050 AA3 (Reg S)) to adopt 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 (the "Merger Agreement"), by and among Fidelity & Guaranty Life, CF Corporation ("CF Corp") and the other parties thereto.  Under the terms of the Merger Agreement, a subsidiary of CF Corp will merge with and into Fidelity & Guaranty Life ("Acquisition").

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FGLH is offering a cash payment, equal to $10.00 for each $1,000 principal amount of the Notes for which consents are delivered (the "Consent Consideration"), to Holders (as defined below) of such Notes who consent to the Proposed Amendments. If FGLH receives the Requisite Consents (as defined herein) and the other conditions to the Consent Solicitation are satisfied or waived, then certain defined terms, restrictive covenants and the reporting requirement in the Indenture will be amended under the Indenture.

As further described in the Consent Solicitation Statement (as defined below), whether or not the Requisite Consents are obtained, guarantees of the Notes by certain new guarantors will be effected gratuitously and will be provided in respect of the Notes upon consummation of the Acquisition to the extent that the Notes are then outstanding and have not been defeased or satisfied and discharged. Accordingly, no vote or consent is being sought from the Holders for such new guarantees.   

The Consent Solicitation is subject to the terms and conditions set forth in the Consent Solicitation Statement dated November 8, 2017 (the "Consent Solicitation Statement") and the accompanying consent form (the "Consent Form"), which are being distributed to Holders of the Notes.

In order to receive the Consent Consideration, registered holders of the Notes of record (each a "Holder" and, collectively, the "Holders") at 5:00 p.m., New York City time, on November 7, 2017, need to validly deliver their Consents prior to 5:00 p.m., New York City time, on November 14, 2017 (as such time and date may be extended or earlier terminated, the "Expiration Date"). Payment of the Consent Consideration for the Notes is conditioned upon the receipt by FGLH of the consents of a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents"). FGLH will pay the Consent Consideration for the Notes no later than the third business day following the time at which all the conditions with respect to the Consent Solicitation, including the consummation of the Acquisition, 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 validly delivered and later validly revoked) will not receive the Consent Consideration, 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 and the addition of the new guarantees is not a condition to the consummation of the Acquisition. FGLH expects to execute an amended and restated indenture after the Requisite Consents have been obtained to adopt the Proposed Amendments. Upon its execution, the amended and restated indenture will be effective and constitute a binding agreement among FGLH, the guarantors party thereto and the trustee. However, the Proposed Amendments and the new guarantees will not become operative until immediately prior to the consummation of the Acquisition and will cease to be operative if the Acquisition is not consummated or the Issuer does not pay the Consent Consideration to the Paying Agent for the benefit of the Holders.

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 RBC Capital Markets, LLC to act as solicitation agent ("Solicitation Agent") in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to the Solicitation Agent at (212) 618-7843 (toll-free) or (877) 381-2099 (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 (800) 735-3591 (toll-free), (212) 269-5550 or by e-mail at [email protected].

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.

The guarantees provided by the new guarantors under the Indenture will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. FGLH's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. These forward-looking statements include, without limitation, (i) the Proposed Amendments and the execution of the amended and restated indenture giving effect thereto, (ii) the expected payment of the Consent Consideration, and (iii) the consummation of the Acquisition. Actual results may differ materially due to a variety of factors including: changed market conditions, the conditions for completing the Acquisition, 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.

Investor Contact:
Diana Hickert-Hill
Fidelity & Guaranty Life
[email protected]
410-487-0992

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

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SOURCE Fidelity & Guaranty Life