FNF Acquires Title Resources Holdings

TL;DR

FNF buys Title Resources Holdings, expanding its title insurance footprint.

AI Summary

Fidelity National Financial, Inc. announced on June 4, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of Title Resources Holdings, LLC. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions. The company did not disclose the financial terms of the transaction.

Why It Matters

This acquisition by Fidelity National Financial, Inc. is a strategic move to expand its market presence and service offerings in the title insurance sector.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could impact the completion or terms of the deal.

Key Players & Entities

• Fidelity National Financial, Inc. (company) — Acquiring company
• Title Resources Holdings, LLC (company) — Acquired company
• June 4, 2024 (date) — Announcement date
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — on Which Registered FNF Common Stock, $0.0001 par value FNF New York Stock Exchange
• $550 million — F&G"), completed the public offering of $550 million aggregate principal amount of its 6.500
• $250,000,000 — d subsidiary and a Guarantor, for up to $250,000,000 aggregate principal amount (the "Maximu

Filing Documents

• fnf-20240604.htm (8-K) — 47KB
• exhibit41-8xk.htm (EX-4.1) — 203KB
• exhibit991-8xk.htm (EX-99.1) — 20KB
• image_0.jpg (GRAPHIC) — 13KB
• 0001331875-24-000032.txt ( ) — 453KB
• fnf-20240604.xsd (EX-101.SCH) — 2KB
• fnf-20240604_lab.xml (EX-101.LAB) — 21KB
• fnf-20240604_pre.xml (EX-101.PRE) — 12KB
• fnf-20240604_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement 6.500% Senior Notes due 2029 On June 4, 2024, Fidelity National Financial, Inc.'s (the "Company") majority-owned subsidiary F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed the public offering of $550 million aggregate principal amount of its 6.500% Senior Notes due 2029 (the "New Notes"). The New Notes were registered pursuant to F&G's registration statement on Form S-3 (File No. 333-275867) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on December 1, 2023 and were offered to the public pursuant to the prospectus supplement, dated May 20, 2024, to the prospectus, dated December 7, 2023, which forms a part of the Registration Statement. The New Notes are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of F&G's obligations under its existing credit agreement (together, the "Guarantors" and each, a "Guarantor"). F&G intends to use a portion of the net proceeds from the offering of the New Notes to finance a cash tender offer (the "Tender Offer") by Fidelity & Guaranty Life Holdings, Inc. ("FGLH"), its wholly-owned subsidiary and a Guarantor, for up to $250,000,000 aggregate principal amount (the "Maximum Amount") of FGLH's 5.50% Senior Notes due 2025 (the "FGLH Notes"). F&G intends to use the remaining net proceeds from the offering of the New Notes for general corporate purposes, which may include the repurchase, redemption or repayment at maturity of outstanding indebtedness. In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated May 20, 2024, among F&G, the Guarantors and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. Indenture The New Notes were issued pursuant to an indenture, dated as of January 13, 2023 (the "Base

01 Other Events

Item 8.01 Other Events On June 4, 2024, F&G issued a press release announcing the early tender results of FGLH's previously announced Tender Offer, the terms and conditions of which are set forth in an Offer to Purchase (the "Offer to Purchase"), dated May 20, 2024. On June 5, 2024 (the "Early Payment Date"), FGLH intends to accept for purchase the FGLH Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to 5:00 p.m., New York City time, on June 3, 2024 (the "Early Participation Date"), in an aggregate principal amount equal to the Maximum Amount. Such FGLH Notes are expected to be canceled in connection with the Tender Offer and will no longer be outstanding. FGLH Notes validly tendered and not validly withdrawn and not purchased on the Early Payment Date will be returned to holders promptly after the Early Payment Date. Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 18, 2024, because the aggregate principal amount of the FGLH Notes validly tendered and not validly withdrawn prior to or at the Early Participation Date exceeded the Maximum Amount, there will be no Final Payment Date (as defined in the Offer to Purchase), and no FGLH Notes validly tendered and not validly withdrawn after the Early Participation Date will be accepted for purchase. A copy of the press release announcing the early tender results of the Tender Offer is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in Item 8.01 of this report and the press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to purchase securities that are the subject of the Tender Offer.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These forward-looking statements are based on our current beliefs, understandings and expectations and may relate to, among other things, statements regarding our current beliefs, understanding and expectations regarding this incident and its impact on our business, operations and financial results. These forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied include legal, regulatory, reputational, operational, and financial risks resulting from this incident, our ongoing investigation of the incident, including the Company's potential discovery of additional information related to the incident in connection with this investigation, any potential customer and regulatory inquiries and/or litigation to which the Company may become subject in connection with this incident, the extent of remediation and other additional costs that may be incurred by the Company in connection with this incident, the extent of insurance coverage and contractual indemnification, and the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024, and our other filings with the SEC. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future ev

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 4.1 Fourth Supplemental Indenture relating to F&G Annuities & Life, Inc.'s 6.500% senior notes due 2029, dated as of June 4, 2024, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee. 4.2 Form of F&G Annuities & Life, Inc.'s 6.500% senior notes due 2029 (included in Exhibit 4.1). 99.1 Press Release, dated as of June 4, 202 4. 104 Cover Page Interactive Data File (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: June 4, 2024 By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: Executive Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR