United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
September 11, 2019 (September 9, 2019)
Fidelity National Financial, Inc.
(Exact name of Registrant as Specified in its Charter)
001-32630
(Commission File Number)
|
| | |
| Delaware | | 16-1725106 |
(State or Other Jurisdiction of Incorporation or Organization) | |
(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 854-8100
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
| | |
| ☑ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| FNF Common Stock, $0.0001 par value | | FNF | | New York Stock Exchange |
| 5.50% Notes due September 2022 | | FNF22 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
| | |
| Item 1.01. | | Entry into a Material Definitive Agreement. |
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
|
| | |
| Item 1.02. | | Termination of a Material Definitive Agreement. |
As previously disclosed, on March 18, 2018, Fidelity National Financial, Inc. (“FNF”), Stewart Information Services Corporation (“Stewart”), A Holdco Corp. (“Merger Sub I”), and S Holdco LLC (“Merger Sub II” and, together with Merger Sub I, Stewart and FNF, the “Parties”) entered into an Agreement and Plan of Merger (as extended and together with all schedules and exhibits thereto, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Stewart was to be acquired by FNF.
On, September 9, 2019, the Parties entered into a mutual Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, effective immediately. In connection with the termination of the Merger Agreement, FNF has agreed to pay the Reverse Termination Fee (as defined in the Merger Agreement) of $50 million in cash to Stewart on or before September 16, 2019.
The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to FNF’s Current Report on Form 8-K filed on March 19, 2018, and the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
|
| | |
| Item 7.01. | | Regulation FD Disclosure. |
On September 10, 2019, FNF issued a news release announcing the termination of the Merger Agreement and the entry into the Termination Agreement.
A copy of the news release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
|
| | |
| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
|
| | | | | |
| | | | | |
| Exhibit | | Description |
| | 10.1 |
| | | |
| | 99.1 |
| | |
|
| | 101 |
| | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | | | |
| | | | | | |
| | | Fidelity National Financial, Inc. | |
| Date: | September 11, 2019 | By: | /s/ Michael L. Gravelle | |
| | | | Name: | Michael L. Gravelle | |
| | | | Title: | Executive Vice President, General Counsel, and Corporate Secretary | |
