FNF Enters Material Definitive Agreement

TL;DR

FNF signed a big deal, details TBD.

AI Summary

Fidelity National Financial, Inc. (FNF) announced on January 13, 2025, that it has entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new business development for FNF, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the agreement.

Key Players & Entities

• Fidelity National Financial, Inc. (company) — Registrant
• January 13, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — on Which Registered FNF Common Stock, $0.0001 par value FNF New York Stock Exchange
• $375 million — blic offering (the "Notes Offering") of $375 million aggregate principal amount of its 7.300

Filing Documents

• fnf-20250113.htm (8-K) — 42KB
• exhibit41-closing8xk.htm (EX-4.1) — 707KB
• exhibit42-closing8xk.htm (EX-4.2) — 138KB
• 0001331875-25-000003.txt ( ) — 1144KB
• fnf-20250113.xsd (EX-101.SCH) — 2KB
• fnf-20250113_lab.xml (EX-101.LAB) — 21KB
• fnf-20250113_pre.xml (EX-101.PRE) — 12KB
• fnf-20250113_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement 7.300% Junior Subordinated Notes due 2065 On January 13, 2025, Fidelity National Financial, Inc.'s (the "Company") majority-owned subsidiary F&G Annuities & Life, Inc., a Delaware corporation ("F&G"), completed the public offering (the "Notes Offering") of $375 million aggregate principal amount of its 7.300% Junior Subordinated Notes due 2065 (the "Notes"). The 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 January 6, 2025, to the prospectus, dated October 1, 2024, which forms a part of the Registration Statement. F&G intends to use the net proceeds from the offering of the Notes for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness. In connection with the offering of the Notes, F&G entered into an underwriting agreement, dated January 6, 2025 (the "Underwriting Agreement"), among F&G and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. A copy of the Underwriting Agreement was filed with the SEC as Exhibit 1.1 to F&G's Current Report on Form 8-K filed on January 7, 2025 and is incorporated by reference herein. Indenture The Notes were issued pursuant to an indenture, dated as of January 13, 2025 (the "Base Indenture"), between F&G and Citibank, N.A., as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture, dated as of January 13, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between F&G and the Trustee. The Notes are the junior, unsecured, subordinated obligations of F&G. The Notes wil

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 4.1 Indenture, dated as of January 13, 2025, between F&G Annuities & Life, Inc. and Citibank, N.A., as trustee. 4.2 First Supplemental Indenture relating to F&G Annuities & Life, Inc.'s 7.300% junior subordinated notes due 2065, dated as of January 13, 2025, between F&G Annuities & Life, Inc. and Citibank, N.A., as trustee. 4.3 Form of F&G Annuities & Life, Inc.'s 7.300% junior subordinated notes due 2065 (included in Exhibit 4.2). 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: January 13, 2025 By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR