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Fidelity National Financial Gears Up for Corporate Strategic Shift with Key Noteholder Consents


Lauren Miller

April 23, 2024 - 10:25 am


Fidelity National Financial Finalizes Major Noteholders' Amendments Ahead of Potential Corporate Redomestication

JACKSONVILLE, Fla., April 23, 2024 /PRNewswire/ -- In a pivotal financial movement, Fidelity National Financial, Inc. (NYSE: FNF), commonly referred to as FNF or the Company, has trekked through a significant milepost by rounding off the anticipated consent solicitations pertinent to its holders of an array of Senior Notes. The solicited consents span across several series, particularly the 4.500% Senior Notes due in 2028, the 3.400% Senior Notes maturing in 2030, the 2.450% Senior Notes slipping into 2031, and the 3.200% Senior Notes which see maturity in 2051.

Consent Solicitations Reach Conclusion

As the hands of the clock swept past 5:00 p.m. New York City time on April 22, 2024, just shy of the designated Expiration Time, a collective nod in the affirmative was received from the principal amount majority of each series of Notes in question. The company unfolded this triumphant result pursuant to a detailed Consent Solicitation Statement set in motion on April 16, 2024. This step forward will culminate with a supplemental indenture, ratifying the chosen amendment for each note series, thereby molding it into a legally binding component within the overarching indenture between FNF and the trustee.

The Path to Redomestication

It's noteworthy to pinpoint that these developments precariously hinge on the upcoming redomestication of the Company. In essence, FNF is on the cusp of transitioning its state of incorporation from Delaware to Nevada—a strategic move termed as Redomestication. And it is right before this leap when the consensus bearers of each Note strand, who have timely and validly proffered their consents (sans a revocation), will be recognized and compensated with a Consent Fee detailed within the Consent Solicitation Statement.

Nevertheless, this transaction is laced with contingencies. The issuance of the Consent Fee is staunchly conditioned upon the absence of a premature termination of the consent solicitations and reliant on the seamless and full execution of the Redomestication. Furthermore, the underlying pressure is that FNF retains the discretion to advance the Redomestication even on securing the obligatory nods for the Notes and a shareholder green light. This room for corporate decision-making means the Redomestication can be forsaken at any juncture without completion—owing to unforeseen or deliberated reasons—leading to the forsaking of the Consent Fee and the non-activation of the Proposed Amendment within the supplemental indenture.

Inquiries and Guidance

For stakeholders probing into the intricate details of the payments, FNF channels queries to the consent solicitations' Information Agent and Tabulation Agent, D.F. King & Co., Inc. Assistance is extended through toll-free and collect call options, with an email provision as well ([email protected]). On the other end of the solicitation exercise, BofA Securities has lent its expertise as the Solicitation Agent. Engagement with BofA Securities for queries is streamlined through their Liability Management Group, accessible both toll-free and collect.

This dissemination, while manifesting informational elegance, is assuredly not an enticement for the collection of consents from the Note holders nor should it be misconstrued as any form of solicitation concerning FNF's other securities.

About Fidelity National Financial, Inc.

Positioned as a preeminent force, Fidelity National Financial, Inc. carves its niche by providing a suite of services, most notably title insurance and escrow. The scope further extends into trust activities, trustee sales guarantees, recordings, reconveyances, and it doesn't shutter there: home warranty products also emblazon its service portfolio. It stands tall as one of the mammoth title insurance conglomerates in the United States, primarily operating via its title insurance underwriters—names that resonate with solidity and trust: 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., collectively exceeding the title insurance policy issuance of any title entity within the nation.

Information about the services and operations that define FNF is in plain sight for the curious and the interested at their established internet domicile—

Forward-Looking Statements and the Consideration of Risk Factors

A fountain of forward-looking statements, this press release is brewed with anticipations that rest on the encompassing shoulders of risks and uncertainties. Historical facts make way for future-centric expectations, strategies, and intents, though it's critical to acknowledge that these statements are but projections hanging by the thread of management's beliefs which, when unfounded in actualities, could significantly deviate in reality. FNF pledges no amenability to update its forward-looking elucidations as it dances to the tune of unfolding information, events in time, or formerly unforeseen matters.

Risks and Ripples in the Fabric of FNF's Journey

The Redomestication, upon its realization, wields potential muscle to ripple through FNF's network of relationships, ranging from stakeholders to bondholders and shareholders alike. The envisioned advantages are many, but their actualization hinges on the successful execution of the Redomestication itself—an outcome yet uncertain without a verdict of approval from shareholders. This restlessness is bred in an environment susceptible to the unpredictability of economic climates, political shifts, pandemics, and looming geopolitical tangles. A brittle real estate arena, swayed by varying interest rates or mortgage funding scarcities, stakes its claim among potent concerns. Acquisition prospects remain precariously balanced on the fulcrum of suitability, with formidable competition breathing down the necks of FNF's subsidiaries.

This arena of operation is not free from the chains of government regulation—title insurance services, data protection, and privacy tenets loom large. The dark underbelly of technology surfaces as risks of cyberattacks, unauthorized data breaches, and system failures lurk in the gloom, threatening to derail the meticulously laid out digital roadmaps. Interested/affected parties are encouraged to delve into FNF's "Risk Factors" section and the statement addressing forward-looking information housed within FNF’s annual SEC Form 10-K filings for an exhaustive understanding of the risks that await.

FNF-G stands as shorthand, wrapping Fidelity National Financial, Inc.'s essence into a single capsule ready for disbursement to public knowledge.

Corporate Contact Connections

Should the fabric of this narrative compel a grasp for more, Lisa Foxworthy-Parker, acting as the Senior Vice President of Investor & External Relations, extends her hand to field inquiries, discussions, or the expressiveness of interest. Interested parties may reach out by tapping into the electronic channels or through direct voice connection: ([email protected]), interlaced within the grand web of digital communication (515.330.3307).

For those seeking the fount where this stream of information originates, lay your sights upon Fidelity National Financial, Inc., the source of this press release—a beacon of corporate communication.

This news article, packaged with the intent to deliver insightful, structured updates and articulate the complexities of corporate financial movements, reaches a pause here, with the indicator of a bright horizon for Fidelity National Financial, Inc. Whether the Redomestication sears a path through a static business landscape or redirects down an unforeseen detour, the testament of time will ink the chapters in FNF's corporate saga.