Item 1.01 Entry into a Material Definitive Agreement.

7.400% Senior Notes due 2028



On January 13, 2023, Fidelity National Financial, Inc.'s majority-owned
subsidiary F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed
the issuance and sale of $500 million aggregate principal amount of its 7.400%
Senior Notes due 2028 (the "Notes"). The Notes are guaranteed on an unsecured,
unsubordinated basis by each of F&G's subsidiaries that are guarantors of F&G's
obligations under its existing credit agreement (the "Guarantors"). F&G intends
to use the net proceeds from the offering for general corporate purposes,
including to support the growth of assets under management and for F&G's future
liquidity requirements.

The Notes were offered and sold in a private offering that was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The Notes were offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A, and outside of the
United States pursuant to Regulation S, under the Securities Act. The Notes have
not been registered under the Securities Act or the securities laws of any other
jurisdiction. Unless so registered, the Notes may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.

Indenture

The Notes were issued pursuant to an indenture, dated as of January 13, 2023
(the "Base Indenture"), as supplemented by a supplemental indenture, dated as of
January 13, 2023 (together with the Base Indenture, the "Indenture"), among F&G,
the Guarantors and Citibank, N.A., as trustee (the "Trustee"). The Notes are the
senior unsecured, unsubordinated obligations of F&G and are fully and
unconditionally guaranteed on an unsecured, unsubordinated basis by the
Guarantors. The Notes will bear interest at a rate equal to 7.400% per year,
payable semiannually in arrears on January 13 and July 13 of each year,
beginning on July 13, 2023. The Notes will mature on January 13, 2028, unless
earlier repurchased or redeemed.

At any time prior to December 13, 2027 (the "Par Call Date"), F&G will have the
right to redeem the Notes, in whole or in part, at a redemption price equal to
the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) (a) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Notes to be redeemed discounted to the
redemption date (assuming the Notes to be redeemed matured on the Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the Indenture), plus 50 basis
points, less (b) interest accrued to the redemption date, plus, in either case,
accrued and unpaid interest thereon to, but excluding, the redemption date. At
any time on or after the Par Call Date, F&G will have the right to redeem the
Notes, in whole or in part, at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to,
but excluding, the redemption date.

The interest rate payable on the Notes will be subject to adjustment from time
to time if either S&P or Fitch (or a substitute rating agency therefor)
downgrades (or downgrades and subsequently upgrades) the credit ratings assigned
to the Notes, under the terms of the Indenture.

Upon a Change of Control Triggering Event, as defined in the Indenture, with
respect to the Notes, F&G is required, subject to certain exceptions, to offer
to purchase all of the Notes then outstanding at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest to, but
excluding, the purchase date.

Registration Rights Agreement



In connection with the issuance of the Notes, F&G entered into a registration
rights agreement with respect to the Notes, dated as of January 13, 2023 (the
"Registration Rights Agreement"), among F&G, the Guarantors and BofA Securities,
Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as
representatives of the initial purchasers.

Pursuant to the Registration Rights Agreement, F&G and the Guarantors are
required to use commercially reasonable efforts to, among other things, (i) file
with the U.S. Securities and Exchange Commission and cause to become effective,
a registration statement, on the appropriate form under the Securities Act,
relating to a registered offer to exchange the Notes (the "Exchange Offer") for
a like aggregate principal amount of registered exchange


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notes issued by F&G and guaranteed by the Guarantors, in each case having
substantially identical terms as the Notes and the Guarantors' guarantees
(except that the exchange notes will not contain provisions relating to transfer
restrictions and payment of additional interest upon a registration default) and
entitled to the benefits of the Indenture; and (ii) consummate the Exchange
Offer no later than 60 days after the exchange offer registration statement
becomes effective.

Upon the occurrence of one or more registration defaults with respect to the
Notes that are "registrable securities" (as defined in the Registration Rights
Agreement) as described below, the interest rate on such Notes will be increased
by (i) 0.25% per annum for the first 90-day period beginning on the day
immediately following the registration default and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, until the date all
registration defaults have ended or been suspended or cured, up to a maximum
aggregate interest rate increase of 0.50% per annum. A registration default
occurs if (i) F&G and the Guarantors have not exchanged exchange notes for all
Notes validly tendered in accordance with the terms of the Exchange Offer or, if
a shelf registration statement is required and is not declared effective, on or
prior to the 365th day after the issuance of the Notes, or (ii) if applicable, a
shelf registration statement covering resales of the Notes has been declared
effective and such shelf registration statement ceases to be effective or the
prospectus contained therein ceases to be usable for resales of Notes (a) on
more than two occasions during the required effectiveness period or (b) at any
time in any 12-month period during the required effectiveness period, and such
suspension period lasts for more than 60 days (whether or not consecutive) in
any 12-month period. A registration default is cured with respect to the Notes,
and additional interest in respect of such registration default ceases to accrue
on any registrable securities, when the exchange offer is completed or the shelf
registration statement is declared effective or the prospectus again becomes
usable, as applicable, or the Notes cease to be registrable securities.

The foregoing summaries of the Indenture, the Notes and the Registration Rights
Agreement in this Item 1.01 do not purport to be complete and are qualified in
their entirety by reference to the full and complete texts of the Indenture, the
Notes and the Registration Rights Agreement, copies of which are attached as
Exhibit 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

FNF is not a party to any of the above-described agreements and is neither an obligor nor a guarantor of the Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.              Description
4.1                        Indenture relating to the 7.400% Senior Notes

due 2028, dated as of January


                         13, 2023, among F&G Annuities & Life, Inc., the

guarantors named therein and

Citibank, N.A., as trustee.
4.2                        First Supplemental Indenture relating to the

7.400% Senior Notes due 2028,


                         dated as of January 13, 2023, among F&G Annuities

& Life, Inc., the guarantors


                         named therein and Citibank, N.A., as trustee.
4.3                        Form of 7.400% Senior Notes due 2028 (included in Exhibit 4.2).
10.1                       Registration Rights Agreement relating to the

7.400% Senior Notes due 2028,


                         dated as of January 13, 2023, among F&G Annuities

& Life, Inc., the guarantors


                         named therein and BofA Securities, Inc., J.P.

Morgan Securities LLC and RBC

Capital Markets, LLC, as representatives of the initial purchasers.
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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