JACKSONVILLE, Fla., Jan. 16,
2024 /PRNewswire/ -- Fidelity National Financial,
Inc. (NYSE: FNF) ("FNF" or the "Company") today announced the
closing of a $250 million preferred
stock investment in its majority owned subsidiary F&G Annuities
& Life, Inc. ("F&G"). F&G will use net proceeds
from the investment to support the growth of its assets under
management.
Under the terms of the agreement, FNF has agreed to invest
$250 million in exchange for
5,000,000 shares of F&G's 6.875% Series A Mandatory Convertible
Preferred Stock, par value $0.001 per
share (the "Mandatory Convertible Preferred Stock"). Each share of
Mandatory Convertible Preferred Stock will have a liquidation
preference of $50.00 per share.
Unless earlier converted at the option of the holder, each
outstanding share of the Mandatory Convertible Preferred Stock will
automatically convert into shares of common stock of F&G on
January 15, 2027 (the "Mandatory
Conversion Date"). Upon conversion on the Mandatory Conversion
Date, the conversion rate for each share of the Mandatory
Convertible Preferred Stock will be no more than 1.1111 shares of
common stock and no less than 0.9456 shares of common stock per
share of Mandatory Convertible Preferred Stock, depending on the
value of F&G's common stock.
The offer and sale of the foregoing securities were made in a
private placement pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act") and/or Rule 506(b) of Regulation D promulgated
thereunder. These securities have not been registered under
the Securities Act or applicable state securities laws.
Accordingly, neither the Mandatory Convertible Preferred Stock, nor
the common stock into which the Mandatory Convertible Preferred
Stock is convertible, may be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
registration requirements.
The agreement was negotiated pursuant to market terms and
pricing by the Related Person Transaction Committee of FNF's Board
of Directors comprised of independent members of the Board (the
"Special Committee"), in consultation with the Duff & Phelps
Opinions Practice of Kroll, LLC serving as independent financial
advisor, as well as Sheppard Mullin
serving as independent legal counsel.
This press release is for informational purposes only and is not
intended to and shall not constitute an offer to sell, or the
solicitation of an offer to sell or the solicitation of an offer to
buy, any securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
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, and a leading provider of insurance
solutions serving retail annuity and life customers and
institutional clients through its majority owned subsidiary F&G
Annuities & Life, Inc. (NYSE: FG). 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.
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. 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: the potential impact of the
consummation of the investment by FNF in F&G on relationships,
including with employees, suppliers, customers and competitors; our
ability to successfully realize the anticipated benefits of the
investment; changes in the financial markets; changes in general
economic, business, political crisis, war and COVID-19 conditions,
including ongoing geopolitical conflicts; 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 Securities and Exchange Commission.
FNF-G
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SOURCE Fidelity National Financial, Inc.