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]