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May 07, 2019

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Press Release

FGL Holdings Announces Proposed Notes Offering

Company Release - 4/16/2018 9:28 AM ET

GEORGE TOWN, Cayman Islands, April 16, 2018 /PRNewswire/ -- FGL Holdings (NYSE: FG) (the "Company" or "FG") announced today that its subsidiary, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), plans to offer, subject to market conditions, approximately $550 million aggregate principal amount of senior notes due 2025 (the "notes"). The Company expects to use the net proceeds of the offering (i) to repay $135 million of borrowings under its revolving credit facility and related expenses, (ii) to redeem in full and satisfy and discharge all of the outstanding $300 million aggregate principal amount of FGLH's outstanding 6.375% Senior Notes due 2021 and (iii) for general corporate purposes, which may include additional capital contributions to the Company's insurance subsidiaries.

The notes will be fully and unconditionally guaranteed on a senior basis by FGLH's parent companies, FGL US Holdings, Inc. and CF Bermuda Holdings Limited ("CF Bermuda"), and certain existing and future wholly-owned domestic restricted subsidiaries of CF Bermuda.

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About FGL Holdings

FGL Holdings, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company is a leading provider of annuity and life insurance products. FGL Holdings, domiciled in the Cayman Islands, trades on the New York Stock Exchange under the ticker symbol FG. For more information, please visit www.fglife.bm.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our intention to consummate the offering and issue the notes, our expectation regarding the aggregate principal amount of notes to be sold and the intended use of proceeds of the offering. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "may," "will," "would," "could," "should," "seeks," "estimates" and variations on these words and similar expressions are intended to identify such forward-looking statements. The consummation of the offering is subject to market conditions and other factors that are beyond our control. Accordingly, no assurance can be given that the offering will be completed on the contemplated terms or at all and you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see FG's filings with the SEC and previously disclosed under "Risk Factors" in FG's 2017 Annual Report on Form 10-K. In addition, new risks and uncertainties emerge from time to time, and it is not possible for FG to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. FG expressly disclaims any obligation to revise or update publicly any forward-looking statements.

FGL Holdings Investor and Media Contact Information:
Diana Hickert-Hill
investors@fglife.bm; media@fglife.bm

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