JACKSONVILLE, Fla., Nov. 18,
2022 /PRNewswire/ -- Fidelity National Financial,
Inc. (NYSE: FNF) ("FNF" or the "Company"), a leading provider of
title insurance and transaction services to the real estate and
mortgage industries and a leading provider of insurance solutions
serving retail annuity and life customers and institutional clients
through FNF's wholly-owned subsidiary, F&G Annuities &
Life, Inc. ("F&G"), today announced that the U.S. Securities
and Exchange Commission (the "SEC") has declared F&G's amended
registration statement on Form 10 effective (the "Registration
Statement"). The Registration Statement, including amendments
thereto, is available on the SEC's website at www.sec.gov and
includes information regarding F&G's business and the
transaction.
As previously announced, FNF's board of directors has approved
the distribution of approximately 15% of the shares of common stock
of F&G to FNF shareholders on a pro rata basis. The
distribution is expected to be made at 12:01
a.m. Eastern Standard Time ("EST") on December 1, 2022, to FNF shareholders as of the
close of business on November 22,
2022, the record date for the distribution. Upon
completion of the distribution, FNF shareholders of record will
retain their FNF shares and will receive 68 F&G shares for
every 1,000 FNF shares held as of the record date. Following the
distribution, FNF will retain control of F&G through an
approximately 85% equity ownership stake.
The New York Stock Exchange (the "NYSE") has authorized
F&G's common stock for listing and advised that "when-issued"
trading in F&G common stock on the NYSE will begin on
November 21, 2022, under the symbol
"FG WI" and continue through the close of trading on the day prior
to the distribution date. Beginning on December 1, 2022, "when-issued" trading will end
and F&G common stock will begin "regular-way" trading on the
NYSE under the symbol "FG".
Shares of FNF common stock will continue to trade "regular-way"
on the NYSE under the symbol "FNF" through and after the
December 1, 2022 distribution date.
Any holder of shares of FNF common stock who sells FNF shares
"regular-way" through the close of trading on the day prior to the
December 1, 2022 distribution date
will also be selling such holder's right to receive shares of
F&G common stock in the distribution. FNF shares will also
trade "ex-distribution" (that is, without the right to receive
shares of F&G common stock in the distribution) under the
symbol "FNF WI" beginning on November 21,
2022 and continuing through the close of trading on the day
prior to the distribution date. Investors should consult with their
financial advisors if they seek to sell their shares of FNF common
stock on or after the record date and on or before the distribution
date. Beginning on December 1, 2022,
"regular-way" trading in FNF stock will reflect the distribution of
F&G. FNF common stock will continue to trade on the NYSE after
the distribution under the symbol "FNF".
The completion of the F&G distribution is subject to the
satisfaction or waiver of a number of conditions described in the
information statement included in the Form 10 and in the form of
separation and distribution agreement, which is filed as an exhibit
to the Registration Statement. FNF and F&G expect all
conditions to the F&G distribution to be satisfied on or before
the distribution date. The distribution of F&G common stock and
cash received in lieu of fractional shares will be treated as a
taxable distribution for U.S. federal income tax purposes. FNF
shareholders should consult their tax advisors about the particular
consequences of the separation and distribution, including the
application of federal, state, local and non-U.S. tax laws.
About Fidelity National Financial,
Inc.
Fidelity National Financial, Inc. (NYSE: FNF) is a leading
provider of title insurance and transaction services to the real
estate and mortgage industries. FNF is the nation's largest title
insurance company through its title insurance underwriters -
Fidelity National Title, Chicago Title,
Commonwealth Land Title,
Alamo Title and National Title of New York - that collectively issue
more title insurance policies than any other title
company in the United States. More
information about FNF can be found at www.fnf.com.
About F&G
F&G is part of the FNF family of companies. F&G is
committed to helping Americans turn their aspirations into reality.
F&G is a leading provider of insurance solutions serving retail
annuity and life customers and institutional clients and is
headquartered in Des Moines, Iowa.
For more information, please visit www.fglife.com.
Forward-Looking Statements and Risk
Factors
This press release contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements regarding our
expectations, hopes, intentions or strategies regarding the future
are forward-looking statements, including the ability to complete
the separation and distribution and list on the NYSE.
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 financial and operating results 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:
diversion of management's attention and the potential impact of the
consummation of the F&G transaction on relationships, including
with employees, suppliers, customers and competitors; our ability
to successfully realize the anticipated benefits of the separation
and distribution; the ability to satisfy any necessary conditions
(including any applicable regulatory approvals) to consummate the
separation and distribution within the estimated timeframe or at
all; the final terms and conditions of the separation and
distribution, including the nature of agreements and arrangements
between FNF and F&G following any such transaction, the costs
of any such transaction, and the nature and amount of indebtedness
incurred by F&G; changes in general economic, business,
political crisis, war and COVID-19 conditions, including changes in
the financial markets; 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; our dependence on distributions
from our title insurance underwriters as a main source of cash
flow; significant competition that F&G and 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
SEC.
FNF-G
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SOURCE Fidelity National Financial, Inc.; F&G Annuities
& Life, Inc.