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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 17, 2021, Fidelity National Financial, Inc.
(the “Company”) completed its public offering of $450 million aggregate principal amount of its 3.200% Notes due September 17,
2051 (the “Notes”). The offer and sale of the Notes were registered under the Securities Act of 1933, as amended, pursuant
to the Company’s effective registration statement on Form S-3ASR (File No. 333-239002) filed with the Securities and Exchange
Commission (the “SEC”) on June 8, 2020 and were offered to the public pursuant to the prospectus supplement, dated September 14,
2021, to the prospectus, dated June 8, 2020 (together, the “Prospectus”), which forms part of the Registration Statement.
The offer and sale of the Notes were made pursuant
to the terms of an Underwriting Agreement, dated as of September 14, 2021 (the “Underwriting Agreement”), among the Company
and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule I thereto.
The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations
and other terms and conditions customary in agreements of this type.
The Notes were issued under an Indenture (the “Base
Indenture”), dated as of December 8, 2005, between the Company (formerly known as Fidelity National Title Group, Inc.)
and The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.) as Trustee (the “Trustee”),
as supplemented by a First Supplemental Indenture, dated as of January 6, 2006, between such parties (the “First Supplemental
Indenture”), a Second Supplemental Indenture, dated as of May 5, 2010, between such parties (the “Second Supplemental
Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). The Notes,
and certain specific terms of the Notes, were established by a seventh supplemental indenture to the Indenture (the “Seventh Supplemental
Indenture”).
The Notes are unsecured obligations of the Company
and rank equal in right of payment with the Company’s existing and future unsecured and unsubordinated indebtedness. Interest on
the Notes accrues at a rate of 3.200% per annum and is payable on March 17 and September 17 of each year, commencing March 17,
2022. The Notes mature on September 17, 2051. The terms of the Notes are further described in the Prospectus.
The net proceeds from the offering of the Notes
were approximately $444 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.
The Company will use the net proceeds from the offering for general corporate purposes.
The foregoing description of the Underwriting Agreement
is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is incorporated herein by reference
and attached hereto as Exhibit 1.1. The foregoing description of the Seventh Supplemental Indenture and Notes is not complete and
is qualified in its entirety by the full text of the Seventh Supplemental Indenture and form of Note, respectively, which is incorporated
herein by reference and attached hereto as Exhibit 4.1. The foregoing description of the Base Indenture, First Supplemental Indenture
and Second Supplemental Indenture is not complete and is qualified in its entirety by the full text of the Base Indenture, First Supplemental
Indenture and Second Supplemental Indenture, respectively, which were filed with the SEC as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 24, 2006, and Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 5, 2010,
respectively, and are incorporated herein by reference.