Correspondence 0001628280-23-039992 from F&G Annuities & Life, Inc. (FG, FGN) (CIK 0001934850) (FG)
F&G Annuities & Life, Inc. (FG, FGN) (CIK 0001934850)
Date: Nov. 27, 2023 · CIK: 0001934850 · Accession: 0001628280-23-039992
AI Filing Summary & Sentiment
File numbers found in text: 333-275750
Letter
Re: F&G Annuities & Life, Inc.
Document
November 27, 2023
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn: Madeleine Mateo
Registration Statement on Form S-1
File No. 333-275750
Ladies and Gentlemen:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters (the “Representatives”), hereby join F&G Annuities & Life, Inc. (the “Issuer”) and CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc. (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”) in requesting that the effective date of the Registration Statement on Form S-1 (File No. 333-275750), filed by the Registrants on November 27, 2023, be accelerated by the Securities and Exchange Commission (the “Commission”) so that the same will become effective on November 29, 2023 at 12 p.m. Eastern time, or as soon as practicable thereafter, or at such later time as the Registrants or their counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.
Pursuant to Rule 460 under the Securities Act, we wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus described below as appears to be reasonable to secure adequate distribution of such preliminary prospectus.
Information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act:
(i)Date of the Preliminary Prospectus: November 27, 2023
(ii)Anticipated dates of distribution: November 27, 2023 to November 29, 2023
We, as the Representatives, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
WELLS FARGO SECURITIES, LLC
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CORRESP 1 filename1.htm Document November 27, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Madeleine Mateo Re: F&G Annuities & Life, Inc. Registration Statement on Form S-1 File No. 333-275750 Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters (the “Representatives”), hereby join F&G Annuities & Life, Inc. (the “Issuer”) and CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc. (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”) in requesting that the effective date of the Registration Statement on Form S-1 (File No. 333-275750), filed by the Registrants on November 27, 2023, be accelerated by the Securities and Exchange Commission (the “Commission”) so that the same will become effective on November 29, 2023 at 12 p.m. Eastern time, or as soon as practicable thereafter, or at such later time as the Registrants or their counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission. Pursuant to Rule 460 under the Securities Act, we wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus described below as appears to be reasonable to secure adequate distribution of such preliminary prospectus. Information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act: (i)Date of the Preliminary Prospectus: November 27, 2023 (ii)Anticipated dates of distribution: November 27, 2023 to November 29, 2023 We, as the Representatives, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, WELLS FARGO SECURITIES, LLC By: /s/ Carolyn Hurley Name: Carolyn Hurley Title: Managing Director BOFA SECURITIES, INC. By: /s/ Elizabeth Grennon Name: Elizabeth Grennon Title: Managing Director MORGAN STANLEY & CO. LLC By: /s/ Erica Mui Name: Erica Mui Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ John Greenspoon Name: John Greenspoon Title: Managing Director UBS SECURITIES LLC By: /s/ John Sciales Name: John Sciales Title: Director By: /s/ Aaron Dupere Name: Aaron Dupere Title: Associate Director cc: Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP Jeffrey J. Delaney, Pillsbury Winthrop Shaw Pittman LLP Stephanie J. Langan, Pillsbury Winthrop Shaw Pittman LLP [Signature Page to S-1 Acceleration Request]