Item 1.01. Entry into a Material Definitive Agreement
On November 17, 2017 at 5:00 p.m., Eastern time (the Effective Time), Fidelity National Financial, Inc. (the Company) completed its previously announced split-off (the Split-Off) of its former wholly-owned subsidiary Cannae Holdings, Inc. (Cannae).
The Split-Off was accomplished by the redemption (the Redemption) by the Company of all of the outstanding shares of FNFV Group common stock, par value $0.0001 per share (FNFV common stock) for outstanding shares of common stock of Cannae, par value $0.0001 per share (Cannae common stock), amounting to a redemption on a per share basis of each outstanding share of FNFV common stock for one share of Cannae common stock, as of 5:00 p.m., Eastern time, on November 17, 2017. As a result of the Split-Off, Cannae is a separate, publicly traded company and its businesses, assets and liabilities will primarily consist of those formerly attributed to the FNFV common stock, including Ceridian Holding, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. All of the Companys core title insurance, real estate, technology and mortgage related businesses, assets and liabilities currently attributed to the Companys FNF Group common stock that are not held by Cannae remain with the Company.
In connection with the Split-Off, the following agreements were entered into by the Company and Cannae (the Split-Off Agreements):
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a Reorganization Agreement, dated as of November 17, 2017, between the Company and Cannae, which provides for, among other things, the principal corporate transactions required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Cannae with respect to and resulting from the Split-Off;
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a Tax Matters Agreement, dated as of November 17, 2017, between the Company and Cannae, which governs the Companys and Cannaes respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters; and
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a Voting Agreement, dated as of November 17, 2017, by and between the Company and Cannae, pursuant to which the Company agrees to appear or cause all shares of Cannae common stock that the Company or its subsidiaries, as applicable, own after the Split-Off to be counted as present at any meeting of the stockholders of Cannae, for the purpose of establishing a quorum, and agrees to vote all of such shares of Cannae common stock (or cause them to be voted) in the same manner as, and in the same proportion to, all shares voted by holders of Cannae common stock (other than the Company and its subsidiaries).
The section of the proxy statement/prospectus forming a part of Amendment No. 7 to Cannaes Registration Statement on Form S-1 on Form S-4, filed with the Securities and Exchange Commission on October 18, 2017 (File No. 333-217886), entitled Certain Relationships and Related Party TransactionsRelationships Between Splitco and FNF which describes the material terms of the Split-Off Agreements, is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Split-Off Agreements, which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.