Fidelity National Financial, Inc. (NYSE:FNFV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement
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Black Knight Infoserv, LLC Second Amendment to Credit and Guaranty
Agreement
Agreement
On April 26, 2017, Black Knight InfoServ, LLC, a Delaware limited
liability company (BKIS), an indirect subsidiary of both (i)
Black Knight Financial Services, Inc., a Delaware corporation
(Black Knight), and (ii) Fidelity National Financial, Inc., a
Delaware corporation (“FNF” or the “Company”), entered into
the second amendment (the Second Amendment) to its credit and
guaranty agreement (as previously amended, the BKIS Credit
Agreement and as amended by the Second Amendment, the Amended
BKIS Credit Agreement), dated as of May 27, 2015, with JPMorgan
Chase Bank, N.A. as administrative agent, the guarantors party
thereto, the other agents party thereto and the lenders party
thereto.
liability company (BKIS), an indirect subsidiary of both (i)
Black Knight Financial Services, Inc., a Delaware corporation
(Black Knight), and (ii) Fidelity National Financial, Inc., a
Delaware corporation (“FNF” or the “Company”), entered into
the second amendment (the Second Amendment) to its credit and
guaranty agreement (as previously amended, the BKIS Credit
Agreement and as amended by the Second Amendment, the Amended
BKIS Credit Agreement), dated as of May 27, 2015, with JPMorgan
Chase Bank, N.A. as administrative agent, the guarantors party
thereto, the other agents party thereto and the lenders party
thereto.
The Second Amendment increases (i) the aggregate principal amount
of the term loan A facility (the Term A Loan) by $300 million to
$1,030 million and (ii) the aggregate principal amount of
commitments under the revolving credit facility (the Revolving
Credit Facility) by $100 million to $500 million. The Second
Amendment also reduces the pricing applicable to the loans under
the Term A Loan and Revolving Credit Facility by 25 basis points
and reduces the unused commitment fee applicable to the Revolving
Credit Facility by 5 basis points. The loans under the repriced
Term A Loan and Revolving Credit Facility bear interest at rates
based upon, at the option of BKIS, either (i) the base rate plus
a margin of between 25 and 100 basis points depending on the
total leverage ratio of Black Knight Financial Services, LLC, a
Delaware limited liability company and the direct parent company
of BKIS, and its restricted subsidiaries on a consolidated basis
(the Consolidated Leverage Ratio) and (ii) the Eurodollar rate
plus a margin of between 125 and 200 basis points depending on
the Consolidated Leverage Ratio, subject to a Eurodollar rate
floor of zero basis points. Until the delivery of the initial
financial statements under the Amended BKIS Credit Agreement, the
Term A Loan and the Revolving Credit Facility bear interest, at
the option of BKIS, at either (i) the base rate plus a margin of
75 basis points or (ii) the Eurodollar rate plus a margin of 175
basis points. In addition, BKIS will pay an unused commitment fee
of between 15 and 30 basis points on the undrawn commitments
under the Revolving Credit Facility, also depending on the
Consolidated Leverage Ratio. The Second Amendment extends the
maturity date applicable to the loans under the Term A Loan and
the commitment and loans under the Revolving Credit Facility by
approximately two years such that the repriced loans under the
Term A Loan and the Revolving Credit Facility now mature on
February 25, 2022. The proceeds of the increased Term A Loan and
Revolving Credit Facility were used to complete the redemption of
the 5.75% Senior Notes due 2023 issued by BKIS and Black Knight
Lending Solutions, Inc., a Delaware corporation.
of the term loan A facility (the Term A Loan) by $300 million to
$1,030 million and (ii) the aggregate principal amount of
commitments under the revolving credit facility (the Revolving
Credit Facility) by $100 million to $500 million. The Second
Amendment also reduces the pricing applicable to the loans under
the Term A Loan and Revolving Credit Facility by 25 basis points
and reduces the unused commitment fee applicable to the Revolving
Credit Facility by 5 basis points. The loans under the repriced
Term A Loan and Revolving Credit Facility bear interest at rates
based upon, at the option of BKIS, either (i) the base rate plus
a margin of between 25 and 100 basis points depending on the
total leverage ratio of Black Knight Financial Services, LLC, a
Delaware limited liability company and the direct parent company
of BKIS, and its restricted subsidiaries on a consolidated basis
(the Consolidated Leverage Ratio) and (ii) the Eurodollar rate
plus a margin of between 125 and 200 basis points depending on
the Consolidated Leverage Ratio, subject to a Eurodollar rate
floor of zero basis points. Until the delivery of the initial
financial statements under the Amended BKIS Credit Agreement, the
Term A Loan and the Revolving Credit Facility bear interest, at
the option of BKIS, at either (i) the base rate plus a margin of
75 basis points or (ii) the Eurodollar rate plus a margin of 175
basis points. In addition, BKIS will pay an unused commitment fee
of between 15 and 30 basis points on the undrawn commitments
under the Revolving Credit Facility, also depending on the
Consolidated Leverage Ratio. The Second Amendment extends the
maturity date applicable to the loans under the Term A Loan and
the commitment and loans under the Revolving Credit Facility by
approximately two years such that the repriced loans under the
Term A Loan and the Revolving Credit Facility now mature on
February 25, 2022. The proceeds of the increased Term A Loan and
Revolving Credit Facility were used to complete the redemption of
the 5.75% Senior Notes due 2023 issued by BKIS and Black Knight
Lending Solutions, Inc., a Delaware corporation.
The foregoing summary of the Second Amendment does not purport to
be complete and is subject to, and qualified in its entirety by,
the full text of the Second Amendment, which is filed as Exhibit
10.1 hereto and incorporated by reference herein.
be complete and is subject to, and qualified in its entirety by,
the full text of the Second Amendment, which is filed as Exhibit
10.1 hereto and incorporated by reference herein.
Fidelity National Financial, Inc. Fourth Amended and Restated
Credit Agreement
Credit Agreement
On April 27, 2017, the Company entered into an amendment and
restatement of its existing $800 million third amended and restated
credit agreement (as previously amended, the Existing Credit
Agreement), dated as of June 25, 2013, with Bank of America, N.A.,
as administrative agent (in such capacity, the Administrative
Agent), and the financial institutions party thereto as lenders
(the Restated Credit Agreement). Among other changes, the Restated
Credit Agreement amends the Existing Credit Agreement to extend the
maturity date from July 15, 2018 to April 27, 2022.
restatement of its existing $800 million third amended and restated
credit agreement (as previously amended, the Existing Credit
Agreement), dated as of June 25, 2013, with Bank of America, N.A.,
as administrative agent (in such capacity, the Administrative
Agent), and the financial institutions party thereto as lenders
(the Restated Credit Agreement). Among other changes, the Restated
Credit Agreement amends the Existing Credit Agreement to extend the
maturity date from July 15, 2018 to April 27, 2022.
Revolving loans under the Restated Credit Agreement generally bear
interest at a variable rate based on either (i) the base rate
(which is the highest of (a) one-half of one percent in excess of
the federal funds rate, (b) the Administrative Agents prime rate,
or (c) the sum of one percent plus one-month LIBOR) plus a margin
of between 10.0 and 60.0 basis points depending on the senior
unsecured long-term debt ratings of the Company or (ii) LIBOR plus
a margin of between 110.0 and 160.0 basis points depending on the
senior unsecured long-term debt ratings of the Company. At the
current Standard Poors and Moodys senior unsecured long-term debt
ratings of BBB/Baa2, respectively, the applicable margin for
revolving loans subject to LIBOR is 140 basis points. In addition,
the Company will pay a commitment fee of between 15.0 and 40.0
basis points on the entire facility, also depending on the Companys
senior unsecured long-term debt ratings.
interest at a variable rate based on either (i) the base rate
(which is the highest of (a) one-half of one percent in excess of
the federal funds rate, (b) the Administrative Agents prime rate,
or (c) the sum of one percent plus one-month LIBOR) plus a margin
of between 10.0 and 60.0 basis points depending on the senior
unsecured long-term debt ratings of the Company or (ii) LIBOR plus
a margin of between 110.0 and 160.0 basis points depending on the
senior unsecured long-term debt ratings of the Company. At the
current Standard Poors and Moodys senior unsecured long-term debt
ratings of BBB/Baa2, respectively, the applicable margin for
revolving loans subject to LIBOR is 140 basis points. In addition,
the Company will pay a commitment fee of between 15.0 and 40.0
basis points on the entire facility, also depending on the Companys
senior unsecured long-term debt ratings.
Under the Restated Credit Agreement, the Company is subject to
customary affirmative, negative and financial covenants, including,
among other things, limits on the creation of liens, limits on the
incurrence of indebtedness, restrictions on investments,
dispositions and transactions with affiliates, limitations on
dividends and other restricted payments, a minimum net worth and a
maximum debt to capitalization ratio. The Restated Credit Agreement
also includes customary events of default for facilities of this
type (with customary grace periods, as applicable) and provides
that, if an event of default occurs and is continuing, the interest
rate on all outstanding obligations may be increased, payments of
all outstanding loans may be accelerated and/or the lenders’
customary affirmative, negative and financial covenants, including,
among other things, limits on the creation of liens, limits on the
incurrence of indebtedness, restrictions on investments,
dispositions and transactions with affiliates, limitations on
dividends and other restricted payments, a minimum net worth and a
maximum debt to capitalization ratio. The Restated Credit Agreement
also includes customary events of default for facilities of this
type (with customary grace periods, as applicable) and provides
that, if an event of default occurs and is continuing, the interest
rate on all outstanding obligations may be increased, payments of
all outstanding loans may be accelerated and/or the lenders’
commitments may be terminated. In addition, upon the occurrence of
certain insolvency or bankruptcy related events of default, all
amounts payable under the Restated Credit Agreement shall
automatically become immediately due and payable, and the lenders’
commitments will automatically terminate. Under the Restated Credit
Agreement, the financial covenants remain essentially the same as
under the Existing Credit Agreement, except that the net worth test
was reset and will reset in the future following enumerated
separation transactions by subsidiaries of the Company.
certain insolvency or bankruptcy related events of default, all
amounts payable under the Restated Credit Agreement shall
automatically become immediately due and payable, and the lenders’
commitments will automatically terminate. Under the Restated Credit
Agreement, the financial covenants remain essentially the same as
under the Existing Credit Agreement, except that the net worth test
was reset and will reset in the future following enumerated
separation transactions by subsidiaries of the Company.
The Restated Credit Agreement is attached hereto as Exhibit 10.2
and is incorporated herein by reference. The foregoing summary of
the Restated Credit Agreement does not purport to be a complete
statement of the parties rights and obligations under the Restated
Credit Agreement, and is qualified in its entirety by reference to
Exhibit 10.2.
and is incorporated herein by reference. The foregoing summary of
the Restated Credit Agreement does not purport to be a complete
statement of the parties rights and obligations under the Restated
Credit Agreement, and is qualified in its entirety by reference to
Exhibit 10.2.
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Item 2.03.
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Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information described in Item 1.01 above relating to the
Second Amendment and the Restated Credit Agreement is
incorporated herein by reference into this Item 2.03.
Second Amendment and the Restated Credit Agreement is
incorporated herein by reference into this Item 2.03.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
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Description
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10.1
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Second Amendment to Credit and Guaranty Agreement,
dated as of April 26, 2017, by and among Black Knight InfoServ, LLC, a Delaware limited liability company, as the borrower and JPMorgan Chase Bank, N.A., as administrative agent. |
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10.2
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Fourth Amended and Restated Credit Agreement, dated as
of April 27, 2017, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders. |
About Fidelity National Financial, Inc. (NYSE:FNFV)
Fidelity National Financial, Inc. (FNF) is a holding company. The Company is a provider of title insurance, technology and transaction services to the real estate and mortgage industries. The Company’s segments include Title, Black Knight, FNF Core Corporate and Other, Restaurant Group, and FNFV Corporate and Other. Its business is organized into groups, including FNF Core Operations and FNF Ventures (FNFV). The Company offers title insurance through its title insurance underwriters: Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of New York Inc., which collectively issue more title insurance policies than any other title company in the United States. The Company, through its subsidiary, ServiceLink Holdings, LLC (ServiceLink), provides mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans. Fidelity National Financial, Inc. (NYSE:FNFV) Recent Trading Information
Fidelity National Financial, Inc. (NYSE:FNFV) closed its last trading session 00.00 at 13.85 with 227,730 shares trading hands.
