Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends the initial statement on Schedule 13D filed on December 11, 2017, as amended by Amendment No. 1 filed on October 5, 2018 and as amended by Amendment No. 2 filed on February 10, 2020 (as so amended, the “Schedule 13D”). This Amendment No. 3 is being filed to reflect the closing of the transactions contemplated by the Merger Agreement. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby supplemented by amending and restating Schedule 1 attached hereto.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On June 1, 2020, the transactions contemplated by the Merger Agreement were consummated and, as a result, the Issuer became a wholly owned subsidiary of Fidelity National Financial, Inc. (“FNF”), and, accordingly, the Reporting Persons no longer have beneficial ownership of any Ordinary Shares.
In connection with the consummation of the transactions contemplated by the Merger Agreement, each Ordinary Share issued and outstanding as of immediately prior to the effective time of the First Merger (other than dissenting shares, shares held by the Issuer or any of its subsidiaries and shares held by FNF and any of its subsidiaries) was converted into the right to receive $12.50 in cash (the “Cash Consideration”) or 0.2558 shares of common stock, par value $0.0001 per share, of FNF, at the election of the holder thereof and subject to the proration mechanics set forth in the Merger Agreement.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) As of the date hereof, the Reporting Persons do not beneficially own any Ordinary Shares.
Additionally, as of the date hereof, Menes Chee, an employee of Blackstone and/or one of its affiliates and a director of the Issuer, no longer holds any restricted stock units of the Issuer.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Ordinary Shares.
(d) To the best knowledge of the Reporting Persons, except as set forth herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons previously reported in this Item 5.
(e) On June 1, 2020, following the transaction set forth herein, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of the Ordinary Shares.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth or incorporated by reference in Item 4 is incorporated by reference in its entirety into this Item 6.
Upon the closing of the transactions contemplated by the Merger Agreement, the Voting Agreements were automatically terminated.