FNF Enters Material Definitive Agreement

TL;DR

FNF signed a big deal on Oct 1st, filing details today.

AI Summary

Fidelity National Financial, Inc. (FNF) entered into a material definitive agreement on October 1, 2024. The filing also includes financial statements and exhibits related to this event. The company is incorporated in Delaware and headquartered in Jacksonville, Florida.

Why It Matters

This filing indicates a significant new agreement for Fidelity National Financial, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not specified, leaving its potential impact and risks unknown.

Key Players & Entities

• Fidelity National Financial, Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• 601 Riverside Avenue Jacksonville, Florida 32204 (location) — Principal Executive Offices
• 904-854-8100 (phone) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — on Which Registered FNF Common Stock, $0.0001 par value FNF New York Stock Exchange
• $500 million — F&G"), completed the public offering of $500 million aggregate principal amount of its 6.250

Filing Documents

• fnf-20241001.htm (8-K) — 44KB
• exhibit11-fgclosing8xk10424.htm (EX-1.1) — 316KB
• exhibit41-fgclosing8xk10424.htm (EX-4.1) — 199KB
• 0001331875-24-000054.txt ( ) — 770KB
• fnf-20241001.xsd (EX-101.SCH) — 2KB
• fnf-20241001_lab.xml (EX-101.LAB) — 21KB
• fnf-20241001_pre.xml (EX-101.PRE) — 12KB
• fnf-20241001_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement 6.250% Senior Notes due 2034 On October 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 $500 million aggregate principal amount of its 6.250% Senior Notes due 2034 (the "New Notes"). The New Notes were registered pursuant to F&G's registration statement on Form S-3ASR (File No. 333-282432) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on October 1, 2024 and were offered to the public pursuant to the prospectus supplement, dated October 1, 2024, to the prospectus, dated October 1, 2024, 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 the net proceeds from the offering of the New Notes to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities. In connection with the offering of the New Notes, F&G entered into an underwriting agreement, dated October 1, 2024 (the "Underwriting Agreement"), among F&G, the Guarantors and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein. Indenture The New Notes were issued pursuant to an indenture, dated as of January 13, 2023 (the "Base Indenture"), among F&G, the Guarantors and Citibank, N.A., as trustee (the "Trustee"), as supplemented by a Second Supplemental Indenture, dated as of January 26, 2023 (the "Second Supplemental Indenture"), be

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 events or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 1.1 Underwriting Agreement, dated as of October 1, 2024, among F&G Annuities & Life, Inc., the guarantors party thereto and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. 4.1 Fifth Supplemental Indenture relating to F&G Annuities & Life, Inc.'s 6.250% senior notes due 2034, dated as of October 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 6.250% senior notes due 2034 (included in Exhibit 4.1). 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: October 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