Document


Delaware	6311	85-2487422
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


Dwight S. Yoo Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000			Jeffrey J. Delaney Stephanie J. Langan Pillsbury Winthrop Shaw Pittman LLP 31 W. 52nd St. New York, New York 10019 (212) 858-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-275750

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

Exact name of registrant as specified in its charter*

State or other
jurisdiction of
incorporation or
organization

Primary Standard
Industrial
Classification Code
Number

I.R.S. Employer
Identification
Number

CF Bermuda Holdings Limited

Bermuda

6311

FGL US Holdings Inc.

Delaware

6311

82-2796563

Fidelity & Guaranty Life Business Services, Inc.

Delaware

6311

43-1914674

Fidelity & Guaranty Life Holdings, Inc.

Delaware

6311

48-1245662

*The address and telephone number of each additional registrant is c/o F&G Annuities & Life, Inc., 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309, tel. (515) 330-3340.

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, F&G Annuities & Life, Inc., CF Bermuda Holdings Limited, FGL US Holdings Inc., Fidelity & Guaranty Life Business Services, Inc. and Fidelity & Guaranty Life Holdings, Inc (collectively, the “Registrants”) are filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-275750), which the Registrants originally filed on November 27, 2023 (the “Prior Registration Statement”), and which the Commission declared effective on November 29, 2023.

The Registrants are filing this registration statement for the sole purpose of increasing the aggregate principal amount of the senior notes offered by F&G Annuities & Life, Inc. by $57,500,000. The additional securities that are being registered for sale are in an amount that represents no more than 20% of the maximum aggregate principal amount set forth in the Prior Registration Statement. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this registration statement.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Des Moines, Iowa, on November 29, 2023.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

President & Chief Executive Officer (Principal Executive Officer); Director

November 29, 2023

Christopher O. Blunt

Chief Financial Officer (Principal Financial and Accounting Officer)

November 29, 2023

Wendy J.B. Young

Chairman of the Board

November 29, 2023

William P. Foley, II

Director

November 29, 2023

Douglas K. Ammerman

Director

November 29, 2023

Celina J. Wang Doka

Director

November 29, 2023

Douglas Martinez

Director

November 29, 2023

Michael Nolan

Director

November 29, 2023

Raymond Quirk

Director

November 29, 2023

John D. Rood

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

President & Chief Executive Officer (Principal Executive Officer); Director

November 29, 2023

Christopher O. Blunt

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director

November 29, 2023

Wendy J.B. Young

Director

November 29, 2023

John D. Currier

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

President & Chief Executive Officer (Principal Executive Officer); Director

November 29, 2023

Christopher O. Blunt

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director

November 29, 2023

Wendy J.B. Young

Director

November 29, 2023

John D. Currier

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

President & Chief Executive Officer (Principal Executive Officer); Director

November 29, 2023

Christopher O. Blunt

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

November 29, 2023

Wendy J.B. Young

Director

November 29, 2023

John D. Currier

Director

November 29, 2023

Marie Norcia

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

President & Chief Executive Officer (Principal Executive Officer); Director

November 29, 2023

Christopher O. Blunt

Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer); Director

November 29, 2023

Wendy J.B. Young

Director

November 29, 2023

John D. Currier


Number						Description

5.1						Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

5.2*						Opinion of ASW Law Limited.

23.1						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2						Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

23.3						Consent of ASW Law Limited (included in Exhibit 5.2).

24.1						Powers of Attorney (included in signature pages to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-275750).

107						Filing Fee Table


			F&G ANNUITIES & LIFE, INC.

			By:			/s/ Jodi Ahlman
						Jodi Ahlman
						General Counsel & Secretary


*By:			/s/ Jodi Ahlman
			Jodi Ahlman
			Attorney-in-Fact


			CF BERMUDA HOLDINGS LIMITED

			By:			/s/ Jodi Ahlman
						Jodi Ahlman
						Senior Vice President, General Counsel & Secretary


*By:			/s/ Jodi Ahlman
			Jodi Ahlman
			Attorney-in-Fact


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐


			FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC.

			By:			/s/ Jodi Ahlman
						Jodi Ahlman
						Senior Vice President, General Counsel & Secretary