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): November 21, 2008
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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001-32630
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16-1725106 |
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(State or other Jurisdiction of
Incorporation or Organization)
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(Commission File
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(IRS Employer
Identification No.) |
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601 Riverside Avenue
Jacksonville, Florida
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32204 |
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(Zip code) |
Registrant’s telephone number, including area code: (904) 854-8100
(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 (see General
Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Transaction
On November 25, 2008, Fidelity National Financial, Inc., a Delaware corporation (“FNF”),
through its title insurance underwriters, Fidelity National Title Insurance Company, an insurance
company organized under the laws of the State of California (“FNTIC”), and Chicago Title Insurance
Company, an insurance company organized under the laws of the State of Nebraska (“CTIC”), entered
into a stock purchase agreement (the “Stock Purchase Agreement”) with LandAmerica Financial Group,
Inc., a Virginia corporation (“LFG”). The Stock Purchase Agreement provides that, upon the terms
and subject to the conditions set forth therein, CTIC will acquire Commonwealth Land Title
Insurance Company, an insurance company organized under the laws of the State of Nebraska
(“Commonwealth”), for $158.6 million and FNTIC will acquire Lawyers Title Insurance Corporation, an
insurance company organized under the laws of the State of Nebraska (“Lawyers”), and United Capital
Title Insurance Company, an insurance company organized under the laws of the State of California
(“United”), for $139.4 million, for a total purchase price of $298 million (the “Transaction”).
LFG directly or indirectly owns 100% of the issued and outstanding shares of capital stock of each
Commonwealth, Lawyers and United, with Commonwealth and Lawyers being LFG’s principal title
insurance underwriters.
The Transaction anticipates that LFG will file Chapter 11 proceedings and is subject to
certain closing conditions and regulatory approvals, including, among others, (i) the entry of
final approval orders by the Chapter 11 court, (ii) the absence of any injunction or order
prohibiting the Transaction, subject to certain limited exceptions, (iii) the expiration or
termination of the Hart-Scott-Rodino Act waiting period, (iv) the receipt of Form A approvals from
applicable state insurance regulators, (v) subject to certain exceptions, the accuracy of
representations and warranties of the other party, and (vi) material compliance of the other party
with its covenants. Closing is expected to take place as early as late December 2008. The Stock
Purchase Agreement also provides certain standard termination rights for the parties, as well as
the right for FNTIC and CTIC to terminate the Stock Purchase Agreement if the Chapter 11 court or
any insurance regulatory authority imposes any material limits on the ability of Commonwealth,
Lawyers and United to issue policies to the extent they were permitted to do so prior to November
24, 2008 or otherwise on their ability to operate their businesses in the ordinary course in a
manner materially adverse to FNTIC and CTIC.
General
The foregoing summary of the Stock Purchase Agreement, and the transactions contemplated
thereby, is not complete, and is qualified in its entirety by reference to the full text of the
Stock Purchase Agreement filed as Exhibit 10.1 to this Current Report and is incorporated herein by
reference. In the event of any conflict between the foregoing summary and the full text of the
Stock Purchase Agreement, the text of the Stock Purchase Agreement shall control.
The Stock Purchase Agreement contains representations and warranties that the parties have
made to each other as of specific dates. Except for their status as contractual documents that
establish and govern the legal relations among the parties, the Stock Purchase Agreement is not
intended to be a source of factual, business or operational information about any of the parties
thereto. The representations and warranties were made as of specific dates, only for purposes of
the Transaction, and solely for the benefit of the parties to the Stock Purchase Agreement. These
representations and warranties may be subject to limitations agreed between the parties, including
being qualified by disclosures between the parties. The representations and warranties may have
been made to allocate risks among the parties, including where the parties do not have complete
knowledge of all facts, instead of establishing matters as facts. Furthermore, those
representations and warranties may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors.
Accordingly, investors and security holders should not rely on such representations and
warranties as characterizations of the actual state of facts or circumstances, since they were only
made as of the date of the Stock Purchase Agreement. Moreover, information concerning the subject
matter of such representations and warranties may change after the date of these representations
and warranties, which may or may not be fully reflected in the parties’ public disclosures.
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ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On November 21, 2008, FNF announced that it terminated the Agreement and Plan of Merger (the
“Merger Agreement”), dated November 7, 2008, by and among FNF, Thanksgiving Corporation, a Virginia
corporation and wholly-owned subsidiary of FNF, and LFG, pursuant to FNF’s termination rights under
the Merger Agreement. The press release announcing such termination is filed as Exhibit 99.1 to
this Current Report and is incorporated herein by reference.
A description of the terms of the Merger Agreement was included in Item 1.01 of the Current
Report on Form 8-K filed by FNF on November 13, 2008 and, to the extent required by Item 1.02 of
Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General
Instruction B.3 of Form 8-K.
Forward-Looking Statements
This filing contains forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Forward-looking statements are based on
management’s beliefs, as well as assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to future economic performance
and are not statements of fact, actual results may differ materially from those projected. We
undertake no obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to: the possibility that the proposed
transaction will not be completed due to the failure to secure necessary regulatory approvals; the
possibility that the Chapter 11 court will not approve the Stock Purchase Agreement or the
transactions contemplated thereby; the possibility that there are unexpected delays in obtaining
regulatory approvals; the possibility that the revenues, cost savings, growth prospects and any
other synergies expected from the proposed transaction may not be fully realized or may take longer
to realize than expected; changes in general economic, business and political conditions, including
changes in the financial markets; continued weakness or adverse changes in the level of real estate
activity, which may be caused by, among other things, high or increasing interest rates, a limited
supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable
acquisition candidates, acquisitions in lines of business that will not necessarily be limited to
our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on
operating subsidiaries as a source of cash flow; significant competition that our operating
subsidiaries face; compliance with extensive government regulation of our operating subsidiaries;
and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors”
and other sections of FNF’s Form 10-K and other filings with the Securities and Exchange
Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Description |
10.1
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Stock Purchase Agreement, dated as of November 25, 2008, among
Fidelity National Title Insurance Company, Chicago Title Insurance
Company and LandAmerica Financial Group, Inc. |
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99.1
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Press Release, issued by Fidelity National Financial, Inc. on
November 21, 2008, regarding its termination of the Merger
Agreement |
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