JACKSONVILLE, Fla.,
Sept. 7, 2017 /PRNewswire/ --
Fidelity National Financial, Inc. ("FNF") (NYSE: FNF), today
announced that the FNF Board of Directors has set the record date
and distribution date for the previously announced distribution
("the Distribution") of all of the outstanding shares of common
stock of New BKH Corp. ("New BKH") to FNF Group shareholders.
New BKH will hold all of the shares of Class B common stock of
Black Knight Financial Services, Inc. ("Black Knight") beneficially
owned by FNF and all of the Class A units of Black Knight Financial
Services, LLC beneficially owned by FNF. The Distribution will be
made on September 29, 2017 (the
"Distribution Date") to FNF Group shareholders as of the close of
business on September 20, 2017 ("the
Record Date").
Immediately following the Distribution, New BKH and Black Knight
will engage in a series of transactions ending with a new
publicly-traded holding company, Black Knight, Inc. ("New Black
Knight"), formerly known as Black Knight Holdco Corp. FNF Group
shareholders will ultimately receive a total of approximately 83.3
million shares of New Black Knight common stock, or approximately
0.3067225 shares of New Black Knight common stock for each share of
FNF Group common stock that they own. Commencing on
October 2, 2017 (the trading day
following the Distribution Date), New Black Knight's shares will be
traded on the New York Stock Exchange ("NYSE") under the trading
symbol "BKI". New BKH's shares will not trade on the NYSE.
The completion of the Distribution and the other transactions
described in this release remain conditioned on the satisfaction of
the conditions described in the Proxy Statement/Prospectus referred
to below. The FNF Board of Directors has reserved the right
to withdraw or change the declaration of the dividend at any time
prior to the Distribution.
The Distribution and the subsequent receipt of shares of New
Black Knight common stock is expected to generally be tax-free to
FNF Group shareholders for U.S. federal income tax purposes, except
to the extent of any cash received in lieu of New Black Knight
fractional shares.
Information Regarding the Distribution
No vote or action of FNF Group shareholders is required in
connection with the Distribution. Shortly following the
Distribution, FNF Group shareholders of record on the Record Date
will receive Direct Registration System ("DRS") statements by mail
from Continental Stock Transfer & Trust Company ("CST"), the
transfer agent for New Black Knight, reflecting their ownership
interest in shares of New Black Knight common stock. For additional
information, registered shareholders should contact CST at (212)
509-4000.
FNF Group shareholders who hold their shares through brokers or
other nominees will have their shares of New Black Knight common
stock credited to their accounts by their nominees or brokers.
Please note, however, that CST will have information regarding only
FNF Group shareholders of record. Beneficial shareholders who hold
their FNF Group shares through an institution such as a brokerage
firm, bank or other institution, should contact the broker, bank or
other institution where they maintain their account regarding the
pending Distribution.
Trading in Shares of FNF Group Common Stock Between the
Record Date and the Distribution Date
FNF Group common stock will trade "regular way" on the NYSE on
and after September 19, 2017 up to
and including September 29,
2017. As a result of the related "due bill" trading
procedures, persons acquiring shares of FNF Group common stock in
the market through September 29, 2017
will still receive shares of New Black Knight common stock (as a
result of the automatic conversion of the New BKH shares described
above) and persons selling shares of FNF Group common stock will be
selling their right to receive shares of New Black Knight common
stock. The "ex-distribution" date for the Distribution will be
October 2, 2017. Shareholders are
encouraged to consult with their financial advisors regarding the
trading policies and practices of the NYSE relating to the
Distribution.
If you sell your shares of FNF Group common stock prior to or on
the Distribution Date, you also may be selling your right to
receive the distribution of shares of New BKH common stock. You are
encouraged to consult your broker or financial advisor regarding
the specific implications of selling FNF Group common stock prior
to or on the Distribution Date.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. is organized into two groups,
FNF Group (NYSE: FNF) and FNFV Group (NYSE: FNFV). FNF is a leading
provider of title insurance, technology and transaction services to
the real estate and mortgage industries. FNF is the nation's
largest title insurance company through its title insurance
underwriters - Fidelity National Title, Chicago Title, Commonwealth
Land Title, Alamo Title and National Title of New York - that collectively issue more title
insurance policies than any other title company in the United States. FNF also provides
industry-leading mortgage technology solutions and transaction
services, including MSP®, the leading residential mortgage
servicing technology platform in the U.S., through its
majority-owned subsidiaries, Black Knight Financial Services and
ServiceLink Holdings. FNFV holds majority and minority equity
investment stakes in a number of entities, including American Blue
Ribbon Holdings, LLC, Ceridian HCM, Inc. and Del Frisco's Restaurant Group, Inc. More
information about FNF and FNFV can be found at www.fnf.com.
Forward-Looking Statements
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: our ability to
successfully achieve the conditions to and consummate the
Distribution; uncertainties as to the timing of the Distribution;
uncertainties as to the approval of Black Knight's shareholders
required in connection with the Distribution; the possibility that
the closing conditions to the Distribution may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval; the risk that
stockholder litigation in connection with the Distribution may
affect the timing or occurrence of the Distribution or result in
significant costs of defense, indemnification and liability;
changes in general economic, business and political conditions,
including changes in the financial markets; transaction costs;
diversion of management's time and attention in connection with the
Distribution; and other risks detailed in the "Statement Regarding
Forward-Looking Information," "Risk Factors" and other sections of
our Form 10-K and other filings with the Securities and
Exchange Commission (the "SEC").
Additional Information and Where to Find It
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the Distribution, (i) New BKH filed
with the SEC on June 21, 2017 a
preliminary registration statement on Form S-1, as amended by
Amendment No. 1 on July 18, 2017,
Amendment No. 2 on August 14, 2017,
and Amendment No. 3 on August 23,
2017, which the SEC declared effective on August 25, 2017, and (ii) New Black Knight filed
with the SEC on June 13, 2017 a
preliminary registration statement on Form S-4, as amended by
Amendment No. 1 on July 18, 2017,
Amendment No. 2 on August 14, 2017,
and Amendment No. 3 on August 23,
2017, which the SEC declared effective on August 25, 2017 (as so amended, the "New Black
Knight Registration Statement"). The New Black Knight Registration
Statement included a prospectus and a proxy statement, which was
sent to Black Knight's shareholders on or about August 28, 2017 in connection with their votes
required in connection with the Distribution. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT/PROSPECTUS AND PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS.
Investors and security holders may obtain these materials and
other documents filed with the SEC by FNF or New BKH free of charge
from the SEC's website, www.sec.gov. These documents can also be
obtained free of charge from FNF by directing a written request to
Fidelity National Financial, Inc., 601 Riverside Avenue,
Jacksonville, Florida 32204,
Attention: Corporate Secretary, Telephone: (904)-854-8100.
Participants in a Solicitation
The directors and executive officers of FNF and other persons
may be deemed to be participants in the solicitation of proxies in
respect of proposals to approve the transactions discussed herein.
Information regarding the directors and executive officers of FNF
is available in its definitive proxy statement, which was filed
with the SEC on April 26, 2017, and amended or
supplemented by the information contained in the supplement to the
proxy statement, filed with the SEC on June 2, 2017.
Free copies of this document may be obtained as described in the
preceding paragraph.
FNF - G
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SOURCE Fidelity National Financial, Inc.