F&G Annuities & Life, Inc. (FG) Earnings Call Transcript & Summary

Good morning. I'm Christopher Blunt, President and CEO of FGL Holdings, and I will be serving as Chairman of today's meeting. I call this meeting to order and welcome all of you to this virtual extraordinary general meeting of FGL's shareholders, which is designed to help keep everyone safe during the COVID-19 pandemic. I would also like to introduce Erika Young of Continental Stock Transfer & Trust Company, who will serve as the inspector of elections for this virtual shareholder meeting. I would also like to introduce James Quella and Chinh Chu, Shareholders and Directors of FGL; Eric Marhoun, FGL's General Counsel and Secretary; Tessa Cantonwine, Assistant Secretary at FGL; and Donna Corso of Morrow Sodali LLC, FGL's proxy solicitor and information agent, who are all present by telephone today. Before we turn to voting, I would like to discuss the purpose for holding this virtual shareholder meeting and describe the proposals on our agenda. Today's meeting was called for the primary purpose of voting on the Agreement and Plan of Merger between FGL and Fidelity National Financial, which was signed and announced on February 7, 2020 and amended on April 24, 2020. In addition to voting on the merger, you will be asked to vote on several additional proposals related to the merger and the merger agreement. The items of business on our agenda today are: proposal 1, the merger agreement proposal, a proposal to approve by way of special resolution the Agreement and Plan of Merger dated as of February 7, 2020, by and among FGL Holdings, Fidelity National Financial, Inc., F I Corp. and F II Corp, as amended, a copy of which is included as Annex A to the proxy statement/prospectus and pursuant to which FGL will be acquired by FNF; the plans of merger, copies of which are attached as Annex C and Annex D to the proxy statement prospectus; the mergers and the transactions contemplated by the merger agreement and the plans of merger. Proposal 2, the amendment proposal, a proposal to adopt by way of special resolution the amended and restated memorandum and articles of association appended to the merger agreement, a copy of which is included as Annex E to the proxy statement/prospectus. Proposal 3, the authorized share capital proposal, a proposal to alter by way of ordinary resolution the authorized share capital of FGL from USD 90,000 divided into 800 million ordinary shares of par value of USD 0.0001 each and 100 million preferred shares of par value USD 0.001 (sic) [ USD 0.0001 ] each to USD 50,000 divided into 500 million shares of par value of USD 0.0001 each, as indicated in the first plan of merger appended to the merger agreement, and a copy of which is attached as Annex C for the proxy statement/prospectus. Proposal 4, the compensation advisory proposal a proposal to approve by way of ordinary resolution, on a nonbinding advisory basis, certain compensation that will or may be paid or become payable to FGL's named executive officers that is based on or otherwise relates to the mergers as described in the proxy statement/prospectus. Proposal 5, the adjournment proposal, a proposal to approve by way of ordinary resolution an adjournment of the virtual meeting of FGL, including, if necessary, to solicit additional proxies in favor of the proposal to approve the merger agreement, if a quorum is present and there are not sufficient votes at the time of such adjournment to approve the merger agreement proposal. Each proposal is included in FGL's definitive proxy statement mailed to shareholders on April 30, 2020. Please note that you can submit questions and vote your shares on the virtual meeting site. If you have already voted, you need not vote again at this virtual meeting, unless you wish to change your vote. Now I've received an affidavit from Morrow Sodali of the mailing on April 30, 2020, of the notice of virtual extraordinary general meeting and proxy statement to FGL's shareholders of record, with the record date for shareholders entitled to notice and to vote at this meeting being April 23, 2020. Continental Stock Transfer & Trust Company has agreed to compile proxies and tabulate votes on the proposals presented to the shareholders at this meeting and has been appointed as the inspector of elections. Continental has filed its oath of office, and I ask that their report as the inspector of elections be filed with the minutes of this meeting. We will now determine whether a quorum exists to consider proposals 1 through 5 at this virtual meeting. The quorum required to consider proposals 1 through 5 is the presence in person or by proxy of holders of a simple majority of the issued and outstanding FGL ordinary and preferred shares. As mentioned, Ms. Young is acting as the inspector of elections. Erika, would you please report the number of shares present at this meeting?

Yes. There are a total of 183,520,746 ordinary shares present at this meeting, either in person or through representation by proxy, out of a total of 213,320,205 ordinary shares entitled to vote. There are a total of 327,100 Series A preferred shares present at this meeting, either in person or through representation by proxy, out of a total of 327,100 shares entitled to vote. There are a total of 118,945 Series B preferred shares present at this meeting, either in person or through representation by proxy, out of a total of 118,945 shares entitled to vote.

I declare that a quorum exists to consider proposals 1 through 5 at this virtual meeting. The first matter to be voted on is proposal to approve by way of special resolution the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FGL Holdings, Fidelity National Financial, Inc., F I Corp. and F II Corp, is amended, and pursuant to which FGL will be acquired by FNF, the plans of merger, the mergers and the transactions contemplated by the merger agreement and the plans of merger. Do I hear a motion that proposal one, the merger agreement proposal, be approved?

I so move.

I second the motion.

The second matter to be voted on is the proposal to adopt by way of special resolution the amended and restated memorandum and articles of association appended to the merger agreement. Do I hear a motion that proposal 2, the amendment proposal, be approved?

I so move.

I second the motion.

The third matter to be voted on is the proposal to alter by way of ordinary resolution the authorized share capital of FGL from USD 90,000 divided into 800 million ordinary shares of a par value of USD 0.0001 each and 100 million preferred shares of a par value of USD 0.0001 each to USD 50,000 divided into 500 million shares of a par value of USD 0.001 (sic) [ USD 0.0001 ] each, as indicated in the first plan of merger appended to the merger agreement. Do I hear a motion that proposal 3, the authorized share capital proposal, be approved?

I so move.

I second the motion.

The fourth matter to be voted on is the proposal to approve by way of ordinary resolution, on a nonbinding advisory basis, certain compensation that will or may be paid or become payable to FGL's named executive officers that is based on or otherwise relates to the mergers as described in the proxy statement/prospectus. Do I hear a motion that proposal 4, the compensation advisory proposal, be approved?

I so move.

I second the motion.

The final matter to be voted on is the proposal to approve by way of ordinary resolution and amendment an adjournment of this virtual meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes to approve proposal 1, the merger agreement proposal. Do I hear a motion that proposal 5, the adjournment proposal, be approved, in the event that additional proxies are required to approve proposal 1, the merger agreement proposal?

I so move.

I second the motion.

We will now accept questions or comments from shareholders or their proxies on these proposals. No items other than those to be voted on at this meeting are proper subjects of questions or comments at this time. If you would like to ask a question during this virtual meeting, please submit a question through the question box feature on the virtual meeting website. [Voting]

Is there anyone who needs additional time to vote or submit a question related to the proposals?

No other questions related to the items of business have been submitted.

Voting has now concluded for all proposals under consideration and I now declare the polls closed. Erika, would you please tabulate the votes and provide the preliminary results of the meeting?

On proposal 1, the merger agreement proposal, the affirmative vote of holders of 2/3 of ordinary shares, present and voting virtually or represented by proxy as a single class; the affirmative vote of the holders of the Series A preferred shares, representing at least a majority in aggregate of the liquidation preference; and the affirmative vote of the holders of the Series B preferred shares, representing at least the majority in aggregate of the liquidation preference, has been achieved.

Thank you. I declare that proposal 1, the merger agreement proposal, has been adopted and approved by way of special resolution.

On proposal 2, the amendment proposal, the affirmative vote of holders of 2/3 of ordinary shares, present and voting virtually or represented by proxy as a single class; the affirmative vote of the holders of the Series A preferred shares, representing at least the majority in aggregate of the liquidation preference; and the affirmative vote of the holders of the Series B preferred shares, representing at least a majority in aggregate of the liquidation preference, has been achieved.

Thank you. I declare that proposal 2, the amendment proposal, has been adopted and approved by way of special resolution.

On proposal 3, the authorized share capital proposal, the affirmative vote by the holders of at least a simple majority of the FGL ordinary shares, present and voting virtually or represented by proxy, has been achieved.

Thank you. I declare that proposal 3, the authorized share capital proposal, has been approved by way of ordinary resolution.

On proposal 4, the compensation advisory proposal, the affirmative vote by the holders of at least a simple majority of the FGL ordinary shares, present and voting virtually or represented by proxy, has been achieved, and proposal 4 is thereby approved by way of ordinary resolution.

Thank you. I declare that proposal 4, the compensation advisory proposal, has been approved by way of ordinary resolution, even though such approval is not necessary.

On proposal 5, the adjournment proposal, the affirmative vote by the holders of at least a simple majority of the FGL ordinary shares, present and voting virtually or represented by proxy, has been achieved and proposal 5 is thereby approved by way of ordinary resolution.

Thank you. I declare that proposal 5, the adjournment proposal, has been approved by way of ordinary resolution. The inspector of elections will now finalize its report on the results of this virtual meeting of FGL shareholders. The preliminary voting results on all proposals will be published in a Form 8-K filed by FGL with the U.S. Securities and Exchange Commission and posted on FGL's website. This concludes our virtual meeting of FGL shareholders. Thank you for your support and attending today's virtual meeting. The meeting is now adjourned.