JACKSONVILLE, Fla., April 16,
2024 /PRNewswire/ -- Fidelity National Financial,
Inc. (NYSE: FNF) ("FNF" or the "Company") today announced the
commencement of separate and distinct consent solicitations of the
holders of each of its 4.500% Senior Notes due 2028 (the "2028
Notes"), 3.400% Senior Notes due 2030 (the "2030 Notes"), 2.450%
Senior Notes due 2031 (the "2031 Notes") and 3.200% Senior Notes
due 2051 (the "2051 Notes" and, collectively with the 2028 Notes,
2030 Notes and the 2031 Notes, the "Notes"; and each a "series of
Notes") to effect a certain amendment to the indenture governing
the Notes (the "Indenture") with respect to each series of Notes,
as described below. As of April 12,
2024, there was $450,000,000
aggregate principal amount of 2028 Notes outstanding, $650,000,000 aggregate principal amount of the
2030 Notes outstanding, $600,000,000
aggregate principal amount of the 2031 Notes outstanding and
$450,000,000 aggregate principal
amount of the 2051 Notes outstanding.
The proposed amendment to the Indenture would add a clause to
the corporate existence covenant permitting the Company to
redomesticate, by conversion, from a corporation organized under
the laws of the State of Delaware
to a corporation organized under the laws of the State of Nevada (the "Redomestication"). The
Redomestication is described in detail in the Company's preliminary
proxy statement filed with the Securities and Exchange Commission
on April 15, 2024, as the same may be
finalized, supplemented, modified or amended prior to the vote of
the Company's shareholders contemplated thereby (the "Proxy
Statement"). All other terms of the Indenture will remain
unchanged. The Company believes that there are important reasons
the Redomestication is in the best interest of the Company and its
shareholders, which are discussed in the Consent Solicitation
Statement (as defined below) and set forth in detail in the Proxy
Statement. FNF does not believe there will be any change in FNF's
business, properties, assets, liabilities, obligations or
management because of the Redomestication, or that the
Redomestication would impact FNF's reported revenues, income or
cash flows.
Each consent solicitation will expire at 5:00 p.m., New York
City time, on April 22, 2024,
unless extended or earlier terminated by the Company in its sole
discretion (such date and time, as the same may be extended with
respect to any series of notes, the applicable "Expiration Time").
Each of the consent solicitations is subject to the terms and
conditions set forth in the consent solicitation statement, dated
April 16, 2024 (the "Consent
Solicitation Statement").
The Company is offering to pay holders who validly deliver their
consents at or prior to the applicable Expiration Time (and do not
validly revoke such consents) a consent fee payable only
immediately prior to consummation of the Redomestication of
$1.00 in cash per $1,000 principal amount of Notes (the "Consent
Fee"). No Consent Fee will be paid with respect to a series of
Notes if the applicable Requisite Consents (as defined below) for
such series of Notes are not received, if the applicable consent
solicitation is terminated prior to the applicable Effective Time
or if the Company abandons the Redomestication or if it is not
completed for any reason whatsoever. The Company is not required to
consummate the Redomestication even if it has received the
Requisite Consent for any or all series of Notes and the approval
of its shareholders to the Redomestication. If the Redomestication
is abandoned prior to consummation or otherwise not completed for
any reason whatsoever (including, without limitation, because the
Company determines to effect a redomestication by way of merger or
otherwise), or the conditions to these consent solicitations are
not satisfied or waived, then no Consent Fee shall be payable.
The Company has determined to proceed with the Redomestication
by way of a conversion to a Nevada
corporation. However, a redomestication from Delaware to Nevada can be achieved using other transaction
structures, including by way of a merger with a Nevada corporation. The Company's Indenture
would not prevent such a merger and, if any of the consent
solicitations are not successful, the Company reserves the right in
its sole discretion to consider effecting a redomestication by way
of merger (or such other transaction structure as may be permitted
by the Indenture) and not seek the consent of holders for any
series of Notes pursuant to the consent solicitations. In that
case, no Consent Fee would be paid with respect to any series of
Notes if a redomestication is so effected, even if a supplemental
indenture for such series of Notes has become effective.
Holders of the Notes may revoke their consents at any time prior
to the applicable Expiration Time or, if earlier, the Effective
Time. The "Effective Time" means, for any series of Notes, the
first time at which valid consents in respect of a majority in
principal amount of the 2028 Notes, 2030 Notes, 2031 Notes and 2051
Notes, as applicable, have been received by the Company to approve
the proposed amendment, and have not prior to such time been
revoked. If adopted, non-consenting holders of Notes of each
applicable series will be bound by the amendment to the Indenture
but will not receive the Consent Fee.
Approval of the proposed amendment for each series of Notes
requires the consent of the holders of record as of 5:00 p.m., New York
City time, on April 12, 2024,
of, as applicable, the (i) 2028 Notes representing not less than a
majority in aggregate principal amount of all 2028 Notes
outstanding, (ii) 2030 Notes representing not less than a majority
in aggregate principal amount of all 2030 Notes outstanding, (iii)
2031 Notes representing not less than a majority in aggregate
principal amount of all 2031 Notes outstanding and (iv) 2051 Notes
representing not less than a majority in aggregate principal amount
of all 2051 Notes outstanding (collectively, the "Requisite
Consents").
If any of the Requisite Consents are received for one or more
series of Notes, then a supplemental indenture with respect to each
such series of Notes will be executed and the proposed amendment
will become effective with respect to each such series of Notes for
which the Requisite Consents were received, regardless of whether
any other series of Notes received the consent of less than a
majority in aggregate principal amount of such series by such time.
However, the proposed amendment with respect to each series of
Notes will not become operative with respect to such series of
Notes until immediately prior to the consummation of the
Redomestication and only if the applicable Consent Fee has been
paid to DTC, as the registered holder of the Notes as of the Record
Date, no later than the date on which the Redomestication is
consummated, the conditions to the consent solicitations are
satisfied and the Company accepts such consents. If the
Redomestication is abandoned prior to consummation or otherwise not
completed for any reason whatsoever (including, without limitation,
because the Company determines to effect a redomestication by way
of merger or otherwise), or the conditions to the consent
solicitations are not satisfied or waived, then no Consent Fee
shall be payable.
For a complete statement of the terms and conditions of each
consent solicitation, holders of each series of Notes should refer
to the Consent Solicitation Statement. The Company may terminate,
extend or amend any of the consent solicitations at any time. Each
of the consent solicitations is an independent solicitation, is not
conditional upon any of the other consent solicitations and can be
modified, extended and/or terminated without affecting the terms or
conditions of the other consent solicitations.
The Solicitation Agent in connection with the consent
solicitations is BofA Securities. Questions regarding the consent
solicitations may be directed to BofA Securities, Attention:
Liability Management Group at (888) 292-0070 (toll free) or (980)
387-3907 (collect). D.F. King & Co., Inc. is serving as
Information Agent and Tabulation Agent in connection with the
consent solicitations. Requests for assistance in delivering
consents or for additional copies of the Consent Solicitation
Statement should be directed to the Information Agent and
Tabulation Agent at (888) 628-9011 (toll free) or (212)
269-5550 (banks and brokers) (collect) or by email at
fnf@dfking.com.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities, including the Notes. The consent solicitations are
being made solely pursuant to the Consent Solicitation Statement
and are subject to the terms and conditions stated therein. No
recommendation is made, or has been authorized to be made, as to
whether or not holders of the Notes should consent to the adoption
of the proposed amendment. The Company reserves the right, in its
sole discretion, to terminate or modify any of the consent
solicitations.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE: FNF) is a leading
provider of (i) title insurance, escrow and other title-related
services, including trust activities, trustee sales guarantees,
recordings and reconveyances and home warranty products and (ii)
transaction services to the real estate and mortgage industries.
FNF is one of the nation's largest title insurance companies
operating through its title insurance underwriters - Fidelity
National Title Insurance Company, Chicago Title Insurance Company,
Commonwealth Land Title Insurance Company, Alamo Title Insurance
and National Title Insurance of New York Inc. - which collectively
issue more title insurance policies than any other title company in
the United States. More
information about FNF can be found at www.fnf.com.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements regarding our
expectations, hopes, intentions or strategies regarding the future
are forward-looking statements. Forward-looking statements are
based on management's beliefs, as well as assumptions made by, and
information currently available to, management. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected. We undertake no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. The risks
and uncertainties which forward-looking statements are subject to
include, but are not limited to: the potential impact of the
consummation of the Redomestication on relationships, including
with shareholders, bondholders and stakeholders; our ability to
successfully realize the anticipated benefits of the
Redomestication; the risk that we do not receive the Requisite
Consents with respect to each series of Notes or shareholder
approval for the Redomestication; adverse changes in general
economic, business, political crisis, war and pandemic conditions,
including ongoing geopolitical conflicts; weakness or adverse
changes in the level of real estate activity, which may be caused
by, among other things, high or increasing interest rates, a
limited supply of mortgage funding or a weak U.S. economy; our
potential inability to find suitable acquisition candidates; our
dependence on distributions from our title insurance underwriters
as a main source of cash flow; significant competition that F&G
and our operating subsidiaries face; compliance with extensive
government regulation of our operating subsidiaries, including
regulation of title insurance and services and privacy and data
protection laws; systems damage, failures, interruptions,
cyberattacks and intrusions, or unauthorized data disclosures; and
other risks detailed in the "Statement Regarding Forward-Looking
Information," "Risk Factors" and other sections of FNF's Form 10-K
and other filings with the Securities and Exchange Commission
(SEC).
FNF-G
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SOURCE Fidelity National Financial, Inc.