JACKSONVILLE, Fla., April 23,
2024 /PRNewswire/ -- Fidelity National Financial,
Inc. (NYSE: FNF) ("FNF" or the "Company") today announced the
successful completion of the previously announced 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 (the "Proposed
Amendment") to the indenture governing the Notes (the "Indenture")
with respect to each series of Notes, as described below.
As of 5:00 p.m., New York City time, on April 22, 2024 (the "Expiration Time"), the
Company had received consents from a majority in principal amount
of each series of Notes outstanding for the adoption of the
proposed amendment to the Indenture. Each of the consent
solicitations was made pursuant to the consent solicitation
statement, dated April 16, 2024 (the
"Consent Solicitation Statement"). A supplemental indenture giving
effect to the Proposed Amendment with respect to each series of
Notes will be executed promptly. Upon its execution, the
supplemental indenture will be effective and constitute a binding
agreement between the Company and the trustee.
Immediately prior to the consummation of the Company's
redomestication, 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
Company will pay holders of each series of Notes who validly
delivered their consents at or prior to the Expiration Time (and
did not validly revoke such consents) the Consent Fee described in
the Consent Solicitation Statement. No Consent Fee will be paid
with respect to a series of Notes if any of the consent
solicitations are terminated prior to the proposed amendment
becoming effective or if the Company abandons the Redomestication
or if the Redomestication is not completed for any reason
whatsoever. The Company is not required to consummate the
Redomestication even if it has received the requisite consents for
the 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 the consent solicitations are not satisfied or
waived, then no Consent Fee shall be payable and the Proposed
Amendment contained in supplemental indenture described above will
not become operative.
Any questions regarding these payments should be directed to the
Information Agent and Tabulation Agent for the consent
solicitation, D.F. King & Co., Inc., at (888) 628-9011 (toll
free) or (212) 269-5550 (banks and brokers) (collect) or by email
at fnf@dfking.com. BofA Securities acted as Solicitation Agent in
connection with the consent solicitations. 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).
This press release is for informational purposes only and does
not constitute a solicitation of consents of holders of the Notes
and shall not be deemed a solicitation of consents with respect to
any other securities of the Company.
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 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
CONTACT:
Lisa Foxworthy-Parker
SVP of Investor & External Relations
Investors@fnf.com
515.330.3307
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SOURCE Fidelity National Financial, Inc.