Fidelity National Financial, Inc. (NYSE:FNF) signed a merger agreement to acquire remaining 92.1% stake in FGL Holdings (NYSE:FG) from underwriters of Fidelity National Financial, Inc., BlackRock Fund Advisors, multiple funds managed by GSO Capital Partners LP, Blackstone Group Management L.L.C, CC Capital Management, LLC and other shareholders for $2.6 billion on February 7, 2020. Under the terms of the merger agreement, holders of FGL's ordinary shares (other than those held by Fidelity National Financial and its subsidiaries) may elect to receive either (i) $12.50 per share in cash or (ii) 0.2558 of a share of Fidelity National Financial's common stock for each ordinary share of FGL they own. This is subject to an election and proration mechanism such that the aggregate consideration paid to such holders of FGL's ordinary shares will consist of approximately 60% cash and 40% Fidelity National Financial's common stock. Fidelity National Financial will issue approximately 24 million common shares to FGL's shareholders, which include Fidelity National Financial's underwriters, representing approximately 7% of Fidelity National Financial's pro forma diluted shares outstanding. Fidelity National Financial currently owns 7.9% of FGL's outstanding ordinary shares and post completion of the deal, it will own 100% of its ordinary shares. Further, Fidelity National Financial already owns all of FGL's series B preferred shares, and will acquire its remaining series A preferred shares for an amount equal to the liquidation preference of $1000 in respect of such series A preferred shares as of the effective time of such acquisition in cash.

Total financing requirement of $3.3 billion, including all outstanding preferred stock of FGL Holdings as well as estimated fee and expenses, will be funded with $1.3 billion in FNF stock, cash on hand and/or debt. AS of April 22, 2020, Fidelity National Financial signed a credit agreement for a $1 billion 364 day delayed-draw term loan to fund the acquisition. Following the close of the transaction, FGL will operate as a subsidiary of Fidelity National Financial. The terms of the merger agreement provide that FGL will be permitted, with the assistance of its legal and financial advisors, to actively solicit alternative acquisition proposals from third parties during a 40-day "go-shop" period from the date of the merger agreement until Wednesday, March 18, 2020. FGL may be required to pay a termination fee to FNF in an aggregate amount of either $39.97 million or $66.61 million, under specified circumstances.

Chris Blunt, FGL's President and Chief Executive Officer and the management team of FGL will continue to lead FGL. The employees of FGL will be welcomed by Fidelity National Financial. FGL is expected to remain headquartered in Des Moines, Iowa. The closing of the transaction is subject to certain closing conditions, including the approval by stockholders of FGL, federal and state regulatory approvals, applicable waiting periods, together with any extensions thereof, under the HSR Act shall have expired or been terminated, receipt by FGL of an opinion of Skadden Arps, Deloitte or other nationally recognized accounting or law firm to the effect that, for U.S. federal income tax purposes, the mergers, together with the purchase of the series A preferred shares pursuant to the series A preferred share purchase agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, the shares of Fidelity National Financial, Inc.'s common stock to be issued in the transaction having been approved for listing on the New York Stock Exchange, the registration statement shall have been declared effective by the SEC and the satisfaction of other customary closing conditions. The transaction was approved by a special committee of FGL's Directors, comprised solely of independent directors not affiliated with FNF or The Blackstone Group Inc. and the special committee of Fidelity National Financial Directors and the Board of Directors of Fidelity National Financial. As of March 13, 2020, the Federal Trade Commission has granted early termination to the transaction. As of March 19, 2020, the 40-day "go-shop period" under the transaction has expired. FGL did not receive any alternative acquisition proposals during the go-shop period. As a result, FGL became subject to "no-shop" restrictions. FGL Holdings will hold an extraordinary general meeting on April 23, 2020 to approve the transaction. F&G's extraordinary general meeting is scheduled to be held virtually on May 29, 2020. As of May 26, 2020, the transaction has received all regulatory approvals and clearances necessary to close the transaction. Closing is expected to be in the second or third quarter of 2020. As per updated filing, the transaction is expected to close at the end of second quarter of 2020. As of April 28, 2020, the transaction is expected in the second or third quarter of 2020. As of May 7, 2020, the transaction is expected to be completed by the end of the second quarter of 2020 and no later than the beginning of the third quarter. As of May 26, 2020, the transaction is expected to close on June 1, 2020. Based on FGL's adjusted earnings for the twelve months ended September 30, 2019, the transaction is expected to be more than 10% accretive (on a pro-forma basis) to Fidelity National Financial's 2020 earnings per share and more than 20% accretive to Fidelity National Financial's 2021 earnings per share.

BofA Securities acted as financial advisor and Michael Aiello and Eoghan Keenan of Weil, Gotshal & Manges LLP acted as legal advisors to Fidelity National Financial and its special Committee. Alexander M. Dye and Laura L. Delanoy of Willkie Farr & Gallagher LLP acted as the legal advisors to Fidelity National Financial. Credit Suisse Securities (USA) LLC acted as financial advisor and Todd E. Freed, Jon A. Hlafter and and Jessica Hough of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to FGL. David Schwartzbaum, Anddrew Ruffino, Todd Mortensen and Kamron Cox of Houlihan Lokey acted as financial advisor and fairness opinion provider and Daniel E. Wolf, Lauren M. Colasacco, David Perechocky, Rajab Abbassi, Benjamin Schreiner and Rohit Nafday of Kirkland & Ellis LLP acted as legal advisors to the Special Committee of FGL. Trasimene Capital acted as advisor to Special Committee of Fidelity National Financial. Lazard acted as financial advisor to Blackstone Tactical Opportunities. Nicholas Potter, Alexander Cochran, William Regner and Peter Schuur of Debevoise & Plimpton LLP acted as legal advisors to The Blackstone Group in the transaction. Houlihan Lokey is entitled to an aggregate fee of $4 million for its services, of which $250,000 became payable upon the execution of Houlihan Lokey's engagement letter and the balance of which became payable upon the delivery of Houlihan Lokey's opinion. Morrow Sodali LLC acted as an information agent for FGL and has agreed to pay Morrow Sodali's reasonable and customary charges for such services, currently estimated not to exceed $12,500.00, plus expenses. The FGL special committee engaged CC Capital Partners, LLC as a transaction advisor in connection with the mergers. CC Capital Partners, LLC will receive a $3.75 million fee for its services to the FGL special committee, $3.5 million of which is contingent upon the consummation of the mergers. Continental Stock Transfer & Trust Company acted as the transfer agent to FGL in connection with the merger. Covington & Burling acted as legal advisor to FGL Holdings.

Fidelity National Financial, Inc. (NYSE:FNF) completed the acquisition of remaining 92.1% stake in FGL Holdings (NYSE:FG) from underwriters of Fidelity National Financial, Inc., BlackRock Fund Advisors, multiple funds managed by GSO Capital Partners LP, Blackstone Group Management L.L.C, CC Capital Management, LLC and other shareholders on June 1, 2020. Shares of FGL ceased trading on the NYSE.