FIDELITY NATIONAL FINANCIAL, INC. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement The Mergers
On
Subject to the terms and conditions of the Merger Agreement, which has been
approved by the board of directors of FNF, based on the recommendation of a
special committee thereof, and by a special committee of the board of directors
of FGL, at the effective time of the First Merger, each ordinary share, par
value
Additionally, all options to purchase Ordinary Shares ("FGL Share Option") and
phantom unit denominated in Ordinary Shares ("FGL Phantom Unit"), in each case,
outstanding immediately prior to the First Effective Time, will be cancelled and
converted into options to purchase FNF Common Stock and phantom units
denominated in FNF Common Stock at the First Effective Time (collectively, the
"Rollover Awards"), as applicable. The Rollover Awards will generally be subject
to the same terms and conditions as applicable to the applicable cancelled FGL
Share Option or FGL Phantom Unit immediately prior to the First Effective Time,
except that (i) all performance-vesting criteria will be deemed satisfied at the
First Effective Time at the levels described in the Merger Agreement and such
Rollover Awards will be subject only to time-based vesting conditions after the
First Effective Time, and (ii) immediately prior to the First Effective Time,
additional time-vesting credits will be provided to holders in respect of FGL
Share Options and FGL Phantom Units granted prior to
Conditions to the Merger
Consummation of the Mergers is subject to the satisfaction or waiver of
customary conditions, including, among other things, (i) the adoption of the
Merger Agreement by (x) the holders of two-thirds of the outstanding Ordinary
Shares present and voting at the special meeting of the FGL shareholders, (y)
the holders of the majority of the Series A Preferred Shares and (z) the holders
of the majority of the holders of the Series B Cumulative Preferred Shares
(collectively, the "FGL Shareholder Approval"), (ii) the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, (iii) the consent or approval by certain other
regulatory entities, (iv) the absence of any injunction or applicable law
prohibiting consummation of the Mergers and (v) the accuracy of the
representations and warranties made by FGL, FNF and the Merger Subs (generally
subject to a Material Adverse Effect bringdown standard), including the absence
of any change, effect, event, occurrence, circumstance or state of facts, from
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Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties made by FGL, FNF and the Merger Subs. The Merger Agreement also contains customary covenants, including (i) covenants providing for each of the parties: to use reasonable best efforts to cause the transaction to be consummated, and (ii) a covenant providing for FGL to use reasonable best efforts to call and hold a special meeting of shareholders (the "FGL Shareholder Meeting") and recommend the adoption of the Merger Agreement, to the extent required under the terms of the Merger Agreement. In addition, each of FGL and FNF has agreed (i) to conduct its business in the ordinary course of business during the period between the execution of the Merger Agreement and the closing of the Merger and (ii) not to take certain actions prior to the closing of the Merger without the prior written consent of the other party.
Under the Merger Agreement, each of FGL and FNF has agreed to use its reasonable best efforts to take all actions and to do all things necessary or advisable under applicable law to consummate the Mergers, including preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Notwithstanding such obligation, in connection with obtaining any required regulatory approval, FNF is not required to (a) agree to any term or condition or take any action that would impose any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of, before or after the closing of the Mergers, any assets or businesses that are material to FNF and its subsidiaries, taken as a whole, or FGL and its subsidiaries, taken as a whole; (b) impair, in any material respect, the ability of FNF, the FGL or any of their respective subsidiaries to continue to conduct their respective businesses following the closing of the Mergers substantially in the manner conducted in the twelve-month period prior to the date of the Merger Agreement; or (c) impose any other obligation on FNF, FGL or any of their respective affiliates if such imposition would be reasonable expected to result in a material adverse effect on either FNF or its subsidiaries, or FGL or its subsidiaries, taken as a whole.
During the period beginning on the date of the Merger Agreement and continuing
through
Termination and Termination Fees
The Merger Agreement contains certain customary termination rights in favor of either FGL or FNF, which are exercisable by either party (i) by mutual consent, (ii) upon the failure to complete the Mergers by the nine month anniversary of the date of the Merger Agreement (the "End Date"), subject to certain exceptions and subject to one three month extension upon the election of either FGL or FNF if, as of such date, all closing conditions (other than the receipt of a . . .
Item 8.01. Other Events.
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Agreement and Plan of Merger, dated February 7, 2020 , by and
2.1* between FGL Holdings, Fidelity National Financial, Inc. , F Corp I
and F Corp II. (schedules omitted pursuant to Item 601(b)(2) of
Regulation S-K).
99.1 Joint Press Release issued by FGL and FNF, dated February 7,
2020 .
99.2 Investor Presentation, dated February 7, 2020 .
* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Important Information Will be Filed with the
This communication may be deemed to be solicitation material in respect of the
proposed merger between FNF and FGL. In connection with the proposed merger, FNF
intends to file a registration statement on Form S-4, containing a proxy
statement/prospectus with the
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other documents
filed with the
FNF FGL
FNF and FGL, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding the
directors and executive officers of FNF is contained in FNF's Form 10-K for the
year ended
This communication 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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This press release contains forward-looking statements that involve a number of
risks and uncertainties. Statements that are not historical facts, including
statements regarding expectations, hopes, intentions or strategies regarding the
future are forward-looking statements. Forward-looking statements are based on
FNF or FGL management's beliefs, as well as assumptions made by, and information
currently available to, them. 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. FNF and FGL 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
ability to consummate the proposed transaction; the ability to obtain requisite
regulatory, shareholder and stockholder approval and the satisfaction of other
conditions to the consummation of the proposed transaction; the ability of FNF
to successfully integrate FGL's operations and employees the potential impact of
the announcement or consummation of the proposed transaction on relationships,
including with employees, suppliers, customers and competitors; changes in
general economic, business and political 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;
FNF's dependence on distributions from its title insurance underwriters as a
main source of cash flow; significant competition that FNF and FGL face;
compliance with extensive government regulation; and other risks detailed in the
"Statement Regarding Forward-Looking Information," "Risk Factors" and other
sections of FNF's and FGL's Form 10-K and other filings with the
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