FIDELITY NATIONAL FINANCIAL, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Concluding a significant definitive agreement

On November 22, 2022, F&G Annuities & Life, Inc. ("F&G), a subsidiary of
Fidelity National Financial, Inc., entered into a Credit Agreement (the "Credit
Agreement") with the financial institutions party thereto as lenders (the
"Lenders") and Bank of America, N.A. as administrative agent (in such capacity,
the "Administrative Agent"), swing line lender and an issuing bank, pursuant to
which the Lenders have made available to F&G an unsecured revolving credit
facility in an aggregate principal amount of $550 million to be used for working
capital and general corporate purposes.

Revolving loans under the Credit Agreement generally bear interest at a variable
rate based on either (i) the base rate (which is the highest of (a) one-half of
one percent in excess of the federal funds rate, (b) the Administrative Agent's
"prime rate", or (c) the sum of one percent plus Term SOFR) plus a margin of
between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior
unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of
between 130.0 and 180.0 basis points depending on the non-credit-enhanced,
senior unsecured long-term debt ratings of F&G. At the current Standard &
Poor's, Moody's and Fitch non-credit-enhanced, senior unsecured long-term debt
ratings of BBB-/Ba1//BBB-, respectively, the applicable margin for revolving
loans subject to Term SOFR is 165 basis points. In addition, F&G will pay a
facility fee of between 20.0 and 45.0 basis points on the entire facility, also
depending on the F&G's non-credit-enhanced, senior unsecured long-term debt
ratings, which is payable quarterly in arrears.

Under the Credit Agreement, F&G is subject to customary affirmative, negative
and financial covenants, including, among other things, limits on the creation
of liens, limits on the incurrence of indebtedness, restrictions on investments,
dispositions and transactions with affiliates, limitations on dividends and
other restricted payments, a minimum net worth, a maximum debt to capitalization
ratio and, in certain circumstances, a minimum risk-based capital test
applicable to Fidelity & Guaranty Life Insurance Company. Certain subsidiaries
of F&G are guarantors under the Credit Agreement. The Credit Agreement also
includes customary events of default for facilities of this type (with customary
grace periods, as applicable) and provides that, if an event of default occurs
and is continuing, the interest rate on all outstanding obligations may be
increased, payments of all outstanding loans may be accelerated and/or the
lenders' commitments may be terminated. In addition, upon the occurrence of
certain insolvency or bankruptcy related events of default, all amounts payable
under the Credit Agreement shall automatically become immediately due and
payable, and the lenders' commitments will automatically terminate.

Under the Credit Agreement, F&G is required to (i) maintain, for any fiscal
quarter, a minimum sum of all amounts which, in accordance with GAAP, would be
included in F&G's total equity (excluding the net worth attributable to any
non-controlling interest and any AOCI required to be reported in F&G's then most
recent consolidated balance sheet) ("Net Worth") of (a) 70% of Net Worth as of
September 30, 2022 (the "Net Worth Test Date") plus (b) 50% of any positive
quarterly Net Income after the Net Worth Test Date plus (c) 50% of cumulative
issuances of Capital Stock by F&G after the Net Worth Test Date and (ii)
maintain a maximum Total Debt to Total Capitalization Ratio (as defined in the
Credit Agreement) on a consolidated basis and in accordance with GAAP of 35%, in
each case, as of the end of each fiscal quarter.

The Credit Agreement also requires Fidelity & Guaranty Life Insurance Company to
maintain a minimum ratio of half of (a) the aggregate "Total Adjusted Capital"
(as defined by the applicable Department (as defined in the Credit Agreement))
to (b) the aggregate "Authorized Control Level Risked-Based Capital" (as defined
by the applicable Department) of 300%, which is to be tested at the end of any
fiscal quarter if, on such date, F&G does not have a debt rating from Standard &
Poor's Ratings Group, Moody's Investors Service Inc. and Fitch Ratings, Inc. of
greater than or equal to BBB-/Baa3/BBB-.

The Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference. The foregoing summary of the Credit Agreement does not
purport to be a complete statement of the parties' rights and obligations under
the Credit Agreement, and is qualified in its entirety by reference to Exhibit
10.1.


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

The information provided in Section 1.01 of the Current Report on Form 8-K is incorporated by reference into this Section 2.03.

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                 Item 9.01.         Financial Statements and Exhibits



(d) Exhibits

       Exhibit No.               Exhibit Description
            10.1                   Credit Agreement, dated as of November 22, 2022, by and among F&G
                                 Annuities & Life, Inc., a Delaware

company, as a borrower, the

                                 guarantors party thereto, Bank of America, 

NA, as administrative agent,

                                 and the financial institutions party thereto as lenders

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