JACKSONVILLE, Fla., Nov. 21,
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"), has announced that the common stock of
F&G will begin trading today on a "when-issued" basis on the
New York Stock Exchange ("NYSE") under the symbol "FG WI".
As previously announced, on December 1,
2022, FNF expects to complete the pro rata distribution of
approximately 15% of the shares of common stock of F&G to FNF
shareholders. As a result, upon the completion of the distribution,
FNF shareholders of record will receive 68 shares of F&G common
stock for every 1,000 shares of FNF common stock they held as of
the close of business on November 22,
2022, the record date. "Regular-way" trading of F&G
common stock on the NYSE is expected to begin on December 1, 2022 under the symbol "FG". Following
the distribution, FNF will retain control of F&G through an
approximately 85% equity ownership stake.
No action is required by FNF shareholders to receive the
distributed shares of F&G common stock. FNF shareholders who
held shares of FNF common stock on the record date and do not sell
those shares prior to the distribution date will receive a
book-entry account statement reflecting their ownership of F&G
common stock or their brokerage account will be credited with
F&G shares.
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. Any holder of record of FNF
common stock who sells their shares of FNF on or before the
distribution date of December 1, 2022
will be selling their entitlement of F&G shares to the buyer of
their FNF shares. Holders are encouraged to consult with their
financial and tax advisors regarding consequences of buying,
selling or holding any securities, including those described in
this news release.
An "Information Statement" containing details regarding the
distribution of F&G common stock and F&G's business and
management is being mailed to FNF shareholders. The Information
Statement is part of F&G Annuities & Life, Inc.'s
registration statement on Form 10, including amendments thereto,
and available on the U.S. Securities and Exchange Commission (the
"SEC") website at www.sec.gov.
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.