Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
On January 2, 2014, pursuant to an Agreement and Plan of Merger, dated as of May 28, 2013 (the “Merger Agreement”) by and among Lender Processing Services, Inc. (“LPS”), Fidelity National Financial, Inc., a Delaware corporation (“FNF”) and Lion Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of FNF (“Merger Sub”), Merger Sub merged with and into LPS with LPS surviving as an indirect subsidiary of FNF (the “Merger”). At the effective time of the Merger, each share of common stock of LPS issued and outstanding immediately prior to the Merger was cancelled and converted into the right to receive (i) $28.102 per share in cash, without interest thereon and less any required withholding taxes, and (ii) 0.28742 of a share of Class A common stock, par value $0.0001 per share, of FNF. Subsequent to the Merger, FNF paid off LPS’s $468 million Term A Loan as well as the related interest rate swap.
On January 3, 2014, FNF commenced a series of internal reorganization transactions (“the Reorganization”) in which, among other things, (i) LPS converted into a limited liability company named Black Knight InfoServ, LLC (the “Company”), and the Company distributed its transaction services businesses (collectively, the “TS Subs”) to its sole member, Black Knight Financial Services, Inc. (now known as Black Knight Holdings, Inc., “Black Knight”) (the “Distribution”); and (ii) following the Distribution, Black Knight contributed (a) its interests in the Company to Black Knight Financial Services, LLC (“BKFS”) and (b) the TS Subs to ServiceLink Holdings, LLC (formerly known as Black Knight Financial Services II, LLC, “ServiceLink”), each of which was a wholly owned operating subsidiary of Black Knight. Following the Reorganization, funds affiliated with Thomas H. Lee Partners, L.P. and certain related entities acquired a 35% equity interest in each of ServiceLink and BKFS.
The TS Subs that were contributed to ServiceLink include the following lines of business:
| • | Title, closing and escrow services and flood certifications |
| • | Appraisal and valuation solutions |
| • | Default-related services, including asset management, field services and agency sales and posting |
BKFS retained the technology, data and analytics business within the Company’s legacy business. BKFS also includes the technology offerings previously owned by FNF’s former ServiceLink division. BKFS’ primary products and services include:
| • | Empower®, PCLender® and LendingSpace® - enterprise-wide loan origination systems that support the correspondent, wholesale and retail markets |
| • | RealEC® - electronically connects mortgage lenders and their business partners, and supports the company’s loan quality offerings |
| • | MSP® - the leading residential mortgage servicing technology platform in the U.S. |
| • | LPS Desktop® and Fusion – comprehensive workflow platforms that support mortgage default |
| • | The world’s largest U.S. property database, that covers 99.9% of U.S. property records from over 3,000 counties |
| • | Most comprehensive mortgage performance data - represents nearly 70 percent of loans in the mortgage industry and provides the broadest breadth and depth of any single loan-level data source |
| • | Industry-leading analytics - Provide valuable insight that helps effectively manage risk, support regulatory compliance and improve decision-making |
LPS prepared its financial statements in accordance with existing U.S. generally accepted accounting principles (“GAAP”). The Merger will be accounted for using the acquisition method of accounting. FNF will allocate the purchase price to the fair value of LPS’s tangible and intangible assets and liabilities at the acquisition date, with the excess purchase price being recorded as goodwill. Under the acquisition method of accounting, goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment.
The following table presents selected unaudited pro forma condensed financial information about the Company’s consolidated balance sheet and statements of income, after giving effect to the Reorganization. The information under “Unaudited Pro Forma Condensed Balance Sheet Data” in the table below assumes the reorganization had been consummated on September 30, 2013. The information under “Unaudited Pro Forma Condensed Statement of Earnings Data” in the table below gives effect to the Reorganization as if it had been consummated on January 1, 2012, the beginning of the earliest period presented. This unaudited pro forma condensed financial information was prepared under existing GAAP, which are subject to change and interpretation.
The historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (1) directly attributable to the Reorganization, (2) factually supportable, and (3) with respect to the statements of earnings, expected to have a continuing impact on the combined results. The unaudited pro forma condensed financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed financial statements.
The unaudited pro forma condensed financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Reorganization been completed as of the dates indicated. In addition, the unaudited pro forma condensed financial information does not purport to project the future financial position or operating results of the Company. Transactions between the TS Subs and the Company during the periods presented in the unaudited pro forma condensed financial statements have been eliminated. In addition, the unaudited pro forma condensed financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes.
The unaudited pro forma condensed financial information does not reflect any cost savings, operating synergies or revenue enhancements that BKFS may achieve as a result of the Reorganization or the Merger or the costs to or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.
Unaudited Pro Forma Condensed Balance Sheet Data
As of September 30, 2013
(in millions)
| LPS | TS Subs | Other Pro Forma Adjustments | Pro Forma The Company | |||||||||||||||
Assets | ||||||||||||||||||
Current assets: | ||||||||||||||||||
Cash and cash equivalents | $ | 203 | $ | 30 | $ | (111 | ) | (a) | $ | 62 | ||||||||
Trade receivables, net of allowance for doubtful accounts | 233 | 122 | — | 111 | ||||||||||||||
Other receivables | 6 | 3 | — | 3 | ||||||||||||||
Prepaid expenses and other current assets | 37 | 9 | — | 28 | ||||||||||||||
Deferred income taxes, net | 88 | — | (60 | ) | (a) | 28 | ||||||||||||
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Total current assets | 567 | 164 | (171 | ) | 232 | |||||||||||||
Property and equipment, net of accumulated depreciation | 122 | 11 | — | 111 | ||||||||||||||
Goodwill and other intangible assets, net of accumulated amortization | 1,401 | 438 | 1,940 | (b) | 2,903 | |||||||||||||
Other non-current assets | 283 | 101 | (4 | ) | (c) | 178 | ||||||||||||
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Total assets | $ | 2,373 | $ | 714 | $ | 1,765 | $ | 3,424 | ||||||||||
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Liabilities and Equity | ||||||||||||||||||
Liabilities: | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||
Current portion of long-term debt | $ | 40 | $ | — | $ | (40 | ) | (c) | $ | — | ||||||||
Trade accounts payable | 40 | 14 | (15 | ) | (a) | 11 | ||||||||||||
Accrued salaries and benefits | 73 | 10 | (10 | ) | (a) | 53 | ||||||||||||
Legal and regulatory accrual | 87 | 2 | (85 | ) | (a) | — | ||||||||||||
Other accrued liabilities | 153 | 126 | (4 | ) | (a) | 23 | ||||||||||||
Deferred revenues | 58 | 5 | — | 53 | ||||||||||||||
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Total current liabilities | 451 | 157 | (154 | ) | 140 | |||||||||||||
Deferred revenues | 27 | 6 | — | 21 | ||||||||||||||
Deferred income taxes, net | 190 | 21 | (43 | ) | 126 | |||||||||||||
Long-term debt, net of current portion | 1,028 | — | 1,080 | (c) | 2,108 | |||||||||||||
Other non-current liabilities | 33 | — | (4 | ) | (c) | 29 | ||||||||||||
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Total liabilities | 1,729 | 184 | 879 | 2,424 | ||||||||||||||
Equity: | ||||||||||||||||||
Common stock | — | — | — | — | ||||||||||||||
Preferred stock | — | — | — | — | ||||||||||||||
Additional paid-in capital | 249 | 530 | 281 | (d) | — | |||||||||||||
Partnership capital | — | — | 223 | (e) | 223 | |||||||||||||
Retained earnings | 777 | — | — | 777 | ||||||||||||||
Accumulated other comprehensive earnings (loss) | (3 | ) | — | 3 | (d) | — | ||||||||||||
Less: treasury stock | (379 | ) | — | 379 | (d) | — | ||||||||||||
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Total partnership equity | 644 | 530 | 886 | 1,000 | ||||||||||||||
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Total liabilities and equity | $ | 2,373 | $ | 714 | $ | 1,765 | $ | 3,424 | ||||||||||
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See the accompanying notes to the unaudited pro forma condensed financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 3. Pro Forma Adjustments.
Unaudited Pro Forma Condensed Statement of Earnings Data
For the Nine Months Ended September 30, 2013
(In millions, except per share data)
| LPS | TS Subs | Other Pro Forma Adjustments | Pro Forma The Company | |||||||||||||||||
Revenues | $ | 1,360 | $ | 788 | $ | — | $ | 572 | ||||||||||||
Expenses: | ||||||||||||||||||||
Operating expenses | 1,007 | 635 | (22 | ) | (a | ) | 350 | |||||||||||||
Depreciation and amortization | 79 | 14 | — | 65 | ||||||||||||||||
Legal and regulatory charges | 54 | 2 | (52 | ) | (a | ) | — | |||||||||||||
Exit costs, impairments and other charges | 12 | 4 | 5 | (a | ) | 13 | ||||||||||||||
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Total expenses | 1,152 | 655 | (69 | ) | 428 | |||||||||||||||
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Operating income | 208 | 133 | 69 | 144 | ||||||||||||||||
Other income (expense) | (38 | ) | 2 | (58 | ) | (c | ) | (98 | ) | |||||||||||
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Earnings from continuing operations before income taxes | 170 | 135 | 11 | 46 | ||||||||||||||||
Income tax expense on continuing operations | 60 | 47 | 3 | (a | ) | 16 | ||||||||||||||
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Earnings from continuing operations, net of tax | 110 | 88 | 8 | 30 | ||||||||||||||||
Loss from discontinued operations, net of tax | (2 | ) | — | — | (2 | ) | ||||||||||||||
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Net earnings | $ | 108 | $ | 88 | $ | 8 | $ | 28 | ||||||||||||
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Unaudited Pro Forma Condensed Statement of Earnings Data
For the Year Ended December 31, 2012
(In millions, except per share data)
| LPS | TS Subs | Other Pro Forma Adjustments | Pro Forma The Company | |||||||||||||||||
Revenues | $ | 1,998 | $ | 1,263 | $ | — | $ | 735 | ||||||||||||
Expenses: | ||||||||||||||||||||
Operating expenses | 1,466 | 983 | (17 | ) | (a | ) | 466 | |||||||||||||
Depreciation and amortization | 97 | 18 | — | 79 | ||||||||||||||||
Legal and regulatory charges | 192 | — | (192 | ) | (a | ) | — | |||||||||||||
Exit costs, impairments and other charges | 10 | 2 | (5 | ) | (a | ) | 3 | |||||||||||||
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Total expenses | 1,765 | 1,003 | (214 | ) | 548 | |||||||||||||||
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Operating income | 233 | 260 | 214 | 187 | ||||||||||||||||
Total other income (expense) | (86 | ) | 3 | (74 | ) | (c | ) | 163 | ||||||||||||
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Earnings from continuing operations before income taxes | 147 | 263 | 140 | 24 | ||||||||||||||||
Income tax expense on continuing operations | 68 | 94 | 34 | (a | ) | 8 | ||||||||||||||
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Earnings from continuing operations, net of tax | 79 | 169 | 106 | 16 | ||||||||||||||||
Loss from discontinued operations, net of tax | (9 | ) | — | — | (9 | ) | ||||||||||||||
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Net earnings | $ | 70 | $ | 169 | $ | 106 | $ | 7 | ||||||||||||
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See the accompanying notes to the unaudited pro forma condensed financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 3. Pro Forma Adjustments.
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS
| 1. | Description of Reorganization |
Merger Agreement
On January 2, 2014, pursuant to an Agreement and Plan of Merger, dated as of May 28, 2013 (the “Merger Agreement”) by and among Lender Processing Services, Inc. (“LPS”), Fidelity National Financial, Inc., a Delaware corporation (“FNF”) and Lion Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of FNF (“Merger Sub”), Merger Sub merged with and into LPS with LPS surviving as an indirect subsidiary of FNF (the “Merger”). At the effective time of the Merger, each share of common stock of LPS issued and outstanding immediately prior to the Merger was cancelled and converted into the right to receive (i) $28.102 per share in cash, without interest thereon and less any required withholding taxes, and (ii) 0.28742 of a share of Class A common stock, par value $0.0001 per share, of FNF. Subsequent to the Merger, FNF paid off LPS’s $468 million Term A Loan as well as the related interest rate swap.
On January 3, 2014, FNF commenced a series of internal reorganization transactions (“the Reorganization”) in which, among other things, (i) LPS converted into a limited liability company named Black Knight InfoServ, LLC (the “Company”), and the Company distributed its transaction services businesses (collectively, the “TS Subs”) to its sole member, Black Knight Financial Services, Inc. (now known as Black Knight Holdings, Inc., “Black Knight”) (the “Distribution”); and (ii) following the Distribution, Black Knight contributed (a) its interests in the Company to Black Knight Financial Services, LLC (“BKFS”) and (b) the TS Subs to ServiceLink Holdings, LLC (formerly known as Black Knight Financial Services II, LLC, “ServiceLink”), each of which was a wholly owned operating subsidiary of Black Knight. Following the Reorganization, funds affiliated with Thomas H. Lee Partners, L.P. and certain related entities acquired a 35% equity interest in each of ServiceLink and BKFS.
The TS Subs that were contributed to ServiceLink include the following lines of business:
| • | Title, closing and escrow services and flood certifications |
| • | Appraisal and valuation solutions |
| • | Default-related services, including asset management, field services and agency sales and posting |
BKFS retained the technology, data and analytics business within the Company’s legacy business. BKFS also includes the technology offerings previously owned by FNF’s former ServiceLink division. BKFS’ primary products and services include:
| • | Empower®, PCLender® and LendingSpace® - enterprise-wide loan origination systems that support the correspondent, wholesale and retail markets |
| • | RealEC® - electronically connects mortgage lenders and their business partners, and supports the company’s loan quality offerings |
| • | MSP® - the leading residential mortgage servicing technology platform in the U.S. |
| • | LPS Desktop® and Fusion – comprehensive workflow platforms that support mortgage default |
| • | The world’s largest U.S. property database, that covers 99.9% of U.S. property records from over 3,000 counties |
| • | Most comprehensive mortgage performance data - represents nearly 70 percent of loans in the mortgage industry and provides the broadest breadth and depth of any single loan-level data source |
| • | Industry-leading analytics - Provide valuable insight that helps effectively manage risk, support regulatory compliance and improve decision-making |
| 2. | Basis of Presentation |
The unaudited pro forma condensed financial information was based on the historical financial statements of LPS. The results of the Transaction Services segment as well as certain corporate and other assets, liabilities, and results of operations were allocated to the distributed TS Subs as further explained in note (3) below. The unaudited pro forma condensed financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of LPS. The acquisition method of accounting is based on Accounting Standard Code 805, Business Combinations (“ASC 805”), and uses the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”).
| 3. | Pro Forma Adjustments |
This note should be read in conjunction with other notes in the unaudited pro forma condensed financial statements. Adjustments included in the column under the heading “Other Pro Forma Adjustments” represent the following:
| (a) | To allocate balances on the Corporate and other segment of LPS to each the Company and ServiceLink. Allocations were made by specifically identifying items which related to the individual segments. For items which related to both segments, an allocation was made based on the usage of the related asset or liability or rate of incurrence of expense. |
| (b) | As a result of the purchase of LPS by FNF, goodwill and other intangible assets have been recorded based on the estimated amount that the purchase price allocated to the Company, in accordance with ASC 805 and ASC 820, exceeded the fair value of the net assets acquired. This estimate is preliminary and subject to adjustments as we complete our valuation process over acquired assets and liabilities, which will be completed during 2014. |
| (c) | To record the changes to the balance sheet as a result of the payment of LPS’s Term Loan A upon the purchase of LPS by FNF and to record additional debt incurred by the Company pursuant to the Reorganization. Other long-term assets were reduced by $4 million to remove capitalized debt issuance costs related to the $468 million Term Loan A. Other accrued liabilities were reduced by $4 million to eliminate the interest rate swap on the $468 million notes which was terminated upon payoff. |
Changes in long-term debt as of September 30, 2013 were recorded as follows:
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Repay LPS’s outstanding Term A Loan outstanding (1) | $ | (468 | ) | |
Mirror note on FNF Revolver draw of $300 million and FNF Term Loan A of $1.1 billion | 820 | |||
Intercompany notes between FNF and BKFS of $1,175 million | 688 | |||
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Total adjustment to long-term debt | 1,040 | |||
Less: current portion of the Company’s Term A Loan | 40 | |||
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Total adjustment to non-current portion long-term debt | $ | 1,080 | ||
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The debt described above was allocated between ServiceLink, which holds the historical TS Subs, and BKFS at approximately 41% and 59% respectively. Black Knight issued (i) a Mirror Note, dated as of January 2, 2014 (the “Original Mirror Note”), in the original principal amount of $1,400,000,000 and (ii) an Intercompany Note, dated as of January 2, 2014 (the “Original Intercompany Note”), in the original principal amount of $1,175,000,000, to FNF. BKFS entered into an assumption agreement, dated as of January 3, 2014, among BKFS, Black Knight and FNF pursuant to which BKFS assumed $688,000,000 of the debt issued under the Original Mirror Note and $820,000,000 of the debt issued under the Original Intercompany Note (such amounts, the “BKFS Assumed Amounts”) and FNF released Black Knight of its obligations with respect to the BKFS Assumed Amounts. Subsequent to the Merger, in connection with the Reorganization, the Company then distributed (i) a Mirror Note, dated as of January 3, 2014, in the original principal amount of $820,000,000 and (ii) an Intercompany Note, dated as of January 3, 2014, in the original principal amount of $688,000,000, to BKFS.
Adjustments to interest expense were recorded as follows:
| Nine Months Ended September 30, 2013 | Year Ended December 31, 2012 | |||||||
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Eliminate amortization of debt issuance costs recorded by LPS | $ | (2 | ) | $ | (2 | ) | ||
Eliminate interest expense related to LPS interest rate swaps | (3 | ) | (4 | ) | ||||
Eliminate interest on LPS’s outstanding Term A Loan which was repaid | (7 | ) | (13 | ) | ||||
Estimated incremental interest on new borrowings | 70 | 93 | ||||||
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BKFS projects a net increase to pro forma interest expense of approximately $93 million per year ($23 million per quarter) as a result of the new debt instruments and a reduction of approximately $13 million per year ($3 million per quarter) as a result of retiring the LPS Term A Loan.
(d) To eliminate Additional paid in capital, Treasury stock and Accumulated other comprehensive loss.
(e) To establish the partnership capital account, resulting from excess purchase price over existing retained earnings.
