Fidelity National Financial, Inc. Announces Successful Completion of Consent Solicitation

Rhea-AI Summary

Fidelity National Financial (NYSE: FNF) has successfully completed consent solicitations for its senior notes series (2028, 2030, 2031, and 2051) to amend their governing indenture. The company received majority consent from noteholders by June 3, 2025. This amendment is related to FNF's planned redomestication from Delaware to Nevada. Holders who provided valid consents will receive a Consent Fee upon redomestication completion. The fee payment is contingent on the redomestication being completed, and FNF maintains discretion on whether to proceed with the redomestication. FNF, as the nation's largest title insurance company through its various underwriters, provides title insurance and transaction services to real estate and mortgage industries, while also offering insurance solutions through its majority-owned subsidiary F&G Annuities & Life, Inc.

Positive

• Successful completion of consent solicitation with majority approval from noteholders
• Company maintains flexibility in proceeding with redomestication
• Strong market position as nation's largest title insurance company

Negative

• Payment of consent fees adds additional costs
• Redomestication process creates uncertainty and potential risks with stakeholder relationships
• Complex regulatory and compliance requirements for the redomestication

JACKSONVILLE, Fla., June 4, 2025 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF) ("FNF" or the "Company") today announced the successful completion of the previously announced consent solicitations of the holders of each of its 4.500% Senior Notes due 2028 (the "2028 Notes"), 3.400% Senior Notes due 2030 (the "2030 Notes"), 2.450% Senior Notes due 2031 (the "2031 Notes") and 3.200% Senior Notes due 2051 (the "2051 Notes" and, collectively with the 2028 Notes, 2030 Notes and the 2031 Notes, the "Notes"; and each a "series of Notes") to effect a certain amendment (the "Proposed Amendment") to the indenture governing the Notes (the "Indenture") with respect to each series of Notes, as described below.

As of 5:00 p.m., New York City time, on June 3, 2025 (the "Expiration Time"), the Company had received consents from a majority in principal amount of each series of Notes outstanding for the adoption of the proposed amendment to the Indenture. Each of the consent solicitations was made pursuant to the consent solicitation statement, dated May 28, 2025 (the "Consent Solicitation Statement"). A supplemental indenture giving effect to the Proposed Amendment with respect to each series of Notes will be executed promptly. Upon its execution, the supplemental indenture will be effective and constitute a binding agreement between the Company and the trustee.

Immediately prior to the consummation of the Company's redomestication, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the "Redomestication"), the Company will pay holders of each series of Notes who validly delivered their consents at or prior to the Expiration Time (and did not validly revoke such consents) the Consent Fee described in the Consent Solicitation Statement. No Consent Fee will be paid with respect to a series of Notes if any of the consent solicitations are terminated prior to the proposed amendment becoming effective or if the Company abandons the Redomestication or if the Redomestication is not completed for any reason whatsoever. The Company is not required to consummate the Redomestication even if it has received the requisite consents for the Notes and the approval of its shareholders to the Redomestication. If the Redomestication is abandoned prior to consummation or otherwise not completed for any reason whatsoever (including, without limitation, because the Company determines to effect a redomestication by way of merger or otherwise), or the conditions to the consent solicitations are not satisfied or waived, then no Consent Fee shall be payable and the Proposed Amendment contained in supplemental indenture described above will not become operative.

Any questions regarding these payments should be directed to the Information Agent and Tabulation Agent for the consent solicitation, D.F. King & Co., Inc., at (866) 340-7108 (toll free) or (212) 269-5550 (banks and brokers) (collect) or by email at fnf@dfking.com. BofA Securities acted as Solicitation Agent in connection with the consent solicitations. Questions regarding the consent solicitations may be directed to BofA Securities, Attention: Liability Management Group at (888) 292-0070 (toll free) or (980) 387-3907 (collect).

This press release is for informational purposes only and does not constitute a solicitation of consents of holders of the Notes and shall not be deemed a solicitation of consents with respect to any other securities of the Company.

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 Redomestication on relationships, including with shareholders, bondholders and stakeholders; our ability to successfully realize the anticipated benefits of the Redomestication; the risk that we do not receive the Requisite Consents with respect to each series of Notes or shareholder approval for the Redomestication; adverse changes in general economic, business, political crisis, war and pandemic conditions, including ongoing geopolitical conflicts; consumer spending; government spending; the volatility and strength of the capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policy; tariffs and trade sanctions on goods; trade wars; supply chain disruptions; 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, including regulation of title insurance and services and privacy and data protection laws; systems damage, failures, interruptions, cyberattacks and intrusions, or unauthorized data disclosures; 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

View original content:https://www.prnewswire.com/news-releases/fidelity-national-financial-inc-announces-successful-completion-of-consent-solicitation-302472599.html

SOURCE Fidelity National Financial, Inc.

FAQ

What is the purpose of FNF's consent solicitation for its senior notes?

The consent solicitation aims to amend the indenture governing FNF's senior notes series to facilitate the company's planned redomestication from Delaware to Nevada.

When will FNF pay the Consent Fee to noteholders?

FNF will pay the Consent Fee immediately prior to the consummation of the company's redomestication to noteholders who validly delivered consents by June 3, 2025.

What happens if FNF doesn't complete the redomestication?

If the redomestication is not completed or abandoned, no Consent Fee will be paid, and the proposed amendment to the indenture will not become operative.

What are FNF's main business operations?

FNF is the largest title insurance company in the United States through its underwriters and provides insurance solutions through F&G Annuities & Life, serving real estate, mortgage, retail annuity, and life insurance markets.

Which series of FNF notes were included in the consent solicitation?

The consent solicitation included FNF's 4.500% Senior Notes due 2028, 3.400% Senior Notes due 2030, 2.450% Senior Notes due 2031, and 3.200% Senior Notes due 2051.